Lebanon Historical Society ByLaws

 LEBANON HISTORICAL SOCIETY BYLAWS 

Article I – NAME 

The name of this organization shall be “The Lebanon Historical Society.” The Lebanon Historical 

Society, incorporated under the laws of the State of Illinois, pursuant to the General Not for Profit Act of 1986, shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office. 

Article II – PURPOSE 

The purpose of this society shall be to bring together those people interested in history, and especially in the history of the Lebanon, Illinois, area, which includes all of Lebanon Township and the area served by Lebanon Community Unit School District #9. Understanding the history of our community is basic to our democratic way of life, gives us a better understanding of our state and nation, and promotes a better appreciation of our heritage. 

The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code. 

Article III – MEMBERSHIP 

The membership of this organization shall consist of any interested person upon payment of annual dues and with the approval of the Executive Board. All yearly dues should be paid in January of each year. Each member shall be entitled to one vote, once they are a paid member for thirty days. Yearly and lifetime membership dues shall be established by the Board at their November meeting. Free membership is available to an individual whose annual income falls below the Federal Poverty Level. 

Article IV – MEETINGS 

Section 1. General Meetings of the Members – The meeting time presently being set as the third Thursday of each month at the Lebanon Visitors Center at 6:30 PM., except for December and July when no meetings will be held. The time, place, and frequency of the general meetings shall be determined by the Executive Board. 

1. VOTING. Any question or any election may be by voice vote unless the chairman of the meeting shall order, or any member shall demand, that voting be individual roll call or paper ballot. 
2. VIRTUAL MEETINGS. Any meeting of the Society may be conducted solely, or in part, by means of electronic communication provided that all members participating can communicate with each other during the meeting and that the combined attendance constitutes a quorum. 
3. QUORUM. Seven (7) members of the Society shall constitute a quorum. 

Section 2. Special and/or Executive meetings – may be called by the President, Vice President, or two (2) Directors. 

The Executive board may cast votes and make decisions informally for clearly defined issues, by email, phone or virtual meetings. Detailed records of each board member’s vote will be kept, and all such occurrences shall be reported at the next general meeting. 

Article V – OFFICERS AND BOARD MEMBERS 

Section I. GENERAL POWERS. The affairs of the Society shall be managed by or under the direction of the Board of Directors duly elected. 

Section 2. NUMBER AND TENURE. The Executive Board of Directors shall consist of eleven 

(11) voting members which shall include four (4) officers and six (6) elected directors and one (1) permanent designated member representing the Church family legacy (Harriet Church being the permanent member at the time of the adoption of these bylaws; Harriet Church has named Brad Monroe as her successor; following Mr. Monroe, the position is to become available for a vote). 

The officers shall be the President, Vice-president, Secretary, and Treasurer and shall be voted by the Board of Directors for two-year terms (may serve (3) three consecutive terms) at the Annual November Meeting. 

Directors shall be elected to three-year terms. With two directors elected each year. (At the March 22, 2022, meeting, the six (6) elected board members will be assigned term lengths in a random draw. Two one-year, two two-year, and two three-year positions will be filled. All newly elected positions will be installed and assume their duties at the April membership meeting. Thereafter there shall be two board members elected at the March meeting, every year, for three-year terms.) 

Section 3. RESPONSIBILITIES. Each position defined below shall fulfill all duties listed and any additional duties that are assigned by the Board of Directors.

1. PRESIDENT. The President shall be the principal executive officer of the Society. Subject to the direction of the Board of Directors shall oversee the business and affairs of the Society; shall see that the Society resolutions and directives of the Board of Directors and membership are carried into effect except in those instances in which that responsibility is assigned to some other person; and in general, shall discharge all duties incident to the office of President. 

1. VICE-PRESIDENT. The Vice President shall assist the President in the discharge of their duties. In the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. 

1. SECRETARY. The secretary shall (a) record the minutes of the meetings of the membership and of the Board of Directors; (b) see that all notices required by law are given; (c) be the custodian of the corporate records of the Society and of the corporate seal of the Society; (d) ensure there is a register of the contact information of each member; and (e) perform all additional duties incident to the office of Secretary and such other duties as from time to time may be designated to the secretary by the President or by the Board of Directors. 

1. TREASURER. The Treasurer shall be the principal accounting and financial officer of the Society. They shall (a) have charge of and be responsible for the financial records for the Society; (b) have charge and custody of all funds and securities of the Society, and be responsible thereof, and for the receipt and disbursement thereof; (c) be subject to audit as authorized by the Board of Directors and (d) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or by the Board of Directors. 

1. NON-OFFICER DIRECTORS. The Officers and Directors shall constitute the Executive Board. Non-Officer Directors shall be non-officer members of the Board of Directors who attend and participate in meetings as well as attend to duties that are assigned to them. 

Section 4. MEETINGS OF THE BOARD OF DIRECTORS may be called by or at the request of the President or any two (2) Board members. The persons authorized to call meetings of the Board may fix any location as the place for holding any meeting of the Board called by them. A regular annual meeting of the Board of Directors shall be held as soon as possible after the installation of new elected positions following the adoption of these bylaws. 

Section 5. NOTICE. Notice of any meeting of the Board of Directors shall be given at least (5) – five days previous thereto by written or electronic notice to each Board member at their address as shown by the records of the Society. 

Section 6. QUORUM. A majority of the Board of Directors shall constitute a quorum. 

Section 7. RESIGNATION/REMOVAL. Any Officer or Director may resign by submitting a letter of resignation to the Board of Directors. Any Officer may be removed by the Directors by a simple majority vote of the Directors at a meeting called for that purpose. An elected Director may be removed by a (2/3) two-thirds majority of the membership present at a meeting called for that purpose. 

Section 8. VACANCIES. Any vacancy occurring in the Board of Directors to be filled may be filled at any meeting of the membership by a majority vote of members present. A Board member elected or appointed to fill a vacancy shall be a Society member in good standing and shall be elected or appointed for the unexpired term of his or her predecessor in office. 

Article VI – COMMITTEES 

Section 1. Standing and Ad Hoc. Committees shall be appointed by the President 

Section 2. The following shall be standing committees of the society 

1. Nominations 
2. Finance/Audit 
3. Special Projects 

Section 3. One member of each committee shall be appointed chairperson by the President 

Section 4. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 

Article VII – CONTRACTS, CHECKS, DEPOSITS, FUNDS and PROPERTY 

Section I. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances. 

Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Society shall be signed by the Treasurer. 

Section 3, DEPOSITS. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select. Funds should be deposited with three (3) days of acquisition. 

Section 4. GIFTS. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society. Ordinary cash donations may be accepted by the treasurer.

Section 5. PROPERTY. Property may be owned by the Society in its formal designation. The Executive Board will act as a Board of Trustees. This Board may not sell, acquire, or disburse property belonging to the Organization without the consent of a two-thirds vote of members present at a general meeting for which proper notification has been given. 

Section 6. Dissolution: In the event of dissolution of The Lebanon Historical Society, all assets in excess of liabilities will be transferred to a Federal income tax body, which itself is exempt from tax under section 501(c)3 of the Code or a similar Act in effect at the time of dissolution or termination. 

Article VIII – BOOKS AND RECORDS 

The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses, and other contact information of the members entitled to vote. All books and records of the Society may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time with at least seventy-two (72) hours’ notice. 

Article IX. – FISCAL YEAR 

The fiscal year of the Society shall be January 1 through December 31. 

Article X – PARLIAMENTARY AUTHORITY 

Section 1. Robert’s Rule of Order, revised, or other authority shall be the parliamentary authority for all matters not covered in the bylaws 

Section 2. Standing rules may be adopted by a majority vote of those present and voting at any regular meeting; amended, repealed, or suspended by a two-thirds vote of those present and voting, without previous notice at any regular meeting. 

Article XI – AMENDMENT TO THE BYLAWS 

Section 1. The bylaws shall be reviewed annually by the Executive Board at their January meeting. Recommendations for revisions shall be presented at the Society’s February meeting. 

Section 2. These bylaws may be amended at any regular meeting by a two-thirds vote of those present and voting, provided notice was given one week prior to the meeting when changes will be considered. Or they may be amended at a special meeting called for that purpose, with previous notice and a two-thirds vote. All proposed amendments shall be submitted in writing. 6 

Article XII – POLICIES ETHICS This policy will be in effect indefinitely, unless changed by a two-thirds majority vote of the Board of Directors. All policies will be reviewed by the Board of Directors every January.

• The Lebanon Historical Society is a good steward of its resources held in public trust.

• The Society is committed to public accountability and is transparent in its mission and its operations.

• The Society strives to be inclusive and offers opportunities for diverse participation.

• The composition, qualifications, and diversity of the institution’s leadership, staff, and volunteers enable it to carry out its mission and goals.

• The governing authority, staff, and volunteers legally, ethically, and effectively carry out their responsibilities.

• It knows that innovative technologies further the Society’s mission, and it employs technology at the level appropriate for its needs and responsibilities.

GOVERNANCE The Lebanon Historical Society Board of Directors is the governing authority of the Society. It protects and enhances the Society’s collections and programs and its physical, human and financial resources. It ensures that all these resources support the Society’s mission. Thus, the governing authority ensures that:

COLLECTIONS The distinctive character of Society ethics derives from the ownership, care and use of objects representing local history. This stewardship of collections entails the highest public trust and carries with it the presumption of rightful ownership, permanence, care, documentation, accessibility and responsible disposal. Thus, the Society ensures that:

• collections-related activities promote the public good rather than individual financial gain

• competing claims of ownership that may be asserted in connection with objects in its custody should be handled openly, seriously, responsively and with respect for the dignity of all parties involved.

PROGRAMS The Society serves our community by advancing an understanding and appreciation of the local history through exhibitions, research, scholarship, publications and educational activities. These programs further the Society’s mission and are responsive to the concerns, interests and needs of society. Thus, the Society ensures that:

• programs support its mission and public trust responsibilities

• programs are founded on scholarship and marked by intellectual integrity

• programs are accessible and encourage participation of the widest possible audience consistent with its mission and resources • programs respect pluralistic values, traditions and concerns

• revenue-producing activities and activities that involve relationships with external entities are compatible with the Society’s mission and support its public trust responsibilities

• programs promote the public good rather than individual financial gain.

LEBANON HISTORICAL SOCIETY CONFLICT OF INTEREST POLICY The Lebanon Historical Society shall not enter into an employment relationship with a member of the Board of Directors or any person who is a family relative of a Board Member. A family relative is defined as a spouse, a registered domestic partner, a lineal descendent, a lineal ascendant, a brother, a sister, an aunt, an uncle, a nephew, a niece, of a Board Member, or Board Member’s spouse or a Board Member’s registered domestic partner.

• A Lebanon Historical Society Board Member shall not enter into a contractual or business relationship with the Society. This prohibition includes any proprietorship, partnership, corporation, venture, or entity in which a Board Member has an ownership or proprietary interest. Board Members are encouraged to serve as volunteers for the Society.

• The Lebanon Historical Society shall not enter into any financial or business relationship with a family relative, as defined above, of a Board Member unless both: 1) The Board member discloses such family relationship, does not, in any way participate in any discussion or voting concerning any such transaction and absents himself or herself from the room as soon as making the required disclosure; and 2). The Lebanon Historical Society obtains at least two other bids for the services to be provided, or property to be purchased, and family relatives price is less than both of the other two bidders.