HISTORICAL SOCIETY of HARFORD COUNTY, Inc.
BYLAWS

TABLE OF CONTENTS

Article I - General l
      Section 1 - Bylaws 1
      Section 2 - Equal Opportunity or Non-discrimination1
Article II - Membership and Dues1
      Section 1 - Membership 1
           
      Section 2 - Special Memberships2
      Section 3 - Dues2
      Section 4 -Delinquent Members2
Article III - Fiscal Year2
Article IV - Membership Meetings2
      Section 1 - Regular Quarterly Meetings2
      Section 2 - Annual Meeting2
      Section 3 - Special Meetings2
      Section 4 - Notice2
     
      Section 5 - Quorum3
Article V-Officers3
      Section 1 - Officers3
      Section 2 - Nominations3
      Section 3 - Election and Term3
      Section 4 - Vacancies3
      Section 5 - Treasurer3
     
Article VI-Audits4
      Section 1 - Annual Audit4
Article VII - Board of Directors4
      Section 1 - Composition4
      Section 2 - Duties4
      Section 3 - Staff4
      Section 4 - Regular Meetings4
      Section 5 - Special Meetings4
           
      Section 6 - Emergency Action Required Between Regular Meetings       5
      Section 7 - Absence5
      Section 8 - Vacancy5
      Section 9 - Quorum5
Article VIII - Executive Director5
Article IX - Committees5
Article X - Seal5
Article XI - Motto5
     
Article XII - Prohibited Financial Activities6
Article XIII - Endowment6
      Section 1 - Establishment6
      Section 2 - Separate Accounts6
      Section 3 - Income6
      Section 4 - Loans6
Article XIV - Indemnification6
Article XV - Parliamentary Authority6
     
Article XVI - Dissolution of the Society7
Article XVII - Amendments7
      Section 1 - Proposal7
      Section 2 - Adoption7

THE HISTORICAL SOCIETY OF HARFORD COUNTY, INC.
BYLAWS


Article I: General

Section 1. Bylaws. These bylaws of the Historical Society of Harford County, Incorporated (the Society) have been duly adopted by the membership and supersede all prior bylaws as heretofore adopted and amended. They are supplemental to, and hereby incorporate by reference all the applicable provisions of, the charter of the Society setting forth its purpose and qualifications as a charitable corporation as recorded among the records of State Department of Assessments and Taxation of Maryland in Liber F242, folio 288, and by amendment in Liber F414, folio 466.

Section 2. Non-discrimination. The Historical Society of Harford County, Inc. encourages the support and participation of all interested persons regardless of political or religious opinion or affiliation, marital status, race, color, creed or national origin, sex or age, or physical or mental handicap.

Article II: Membership and Dues

Section 1. Memberships. Individuals, families (two members of the same household), and organizations interested in supporting the purposes of the Society may obtain voting memberships by paying the dues established from time to time by the Board of Directors. No applicant shall be denied membership unless the Board determines by majority vote that such membership would not be in the best interest of the Society. Members in good standing shall be entitled to vote and receive the benefits of membership. There shall be four classes of voting memberships:
      (A) Annual Individual. Entitled to one vote and one copy of each regular communication of the Society and each free-to-members publication.
      (B) Annual Family. A family membership is defined as a group of no more than two adults. Each family membership is entitled to two votes (provided two adults are present to vote), with the household to receive one copy of each regular communication of the Society and each free-to- members publication. The admission price, if any, to Society events shall be the same for each person in a family membership as for an individual member. The dues for family memberships shall be somewhat larger than those for individual memberships, as prescribed by the Board.
      (C) Life Memberships in existence before this amendment is approved will be honored by the Society, but no further life memberships will be accepted.
      (D) Organizational. Entitled to one vote to be cast by the representative designated by the organization, and to one copy of each regular communication of the Society and each free-to- members publications. The Board of Directors may, from time to time, create various categories and levels of Organizational memberships, and establish additional privileges of such memberships.


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Section 2. Special Memberships. The Board of Directors may from time to time establish such classes of non-voting memberships as are deemed appropriate, such as honorary, corresponding, or reciprocal memberships, without dues or vote, and with whatever privileges the Board may prescribe.

Section 3. Dues. Dues for each calendar year and each class of memberships shall be due the first day of January of that year. Dues shall be established by the Board of Directors at least two months prior to each calendar year in which any changes in dues or membership classes will take effect. Additional dues may be assessed members whose place of residence requires greater than normal postage for mail.

Section 4. Delinquent Members. Any member who fails to pay the current year's dues by the first day of April shall no longer be a member in good standing, and membership privileges shall be suspended.

Article III: Fiscal Year

The fiscal year of the Society shall be the calendar year.

Article IV: Membership Meetings

Section 1. Regular Quarterly Meetings. At least one general meeting shall be held in each quarter of the calendar year, at the call of the Board of Directors.

Section 2. Annual Meeting. The meeting in the third quarter of the year shall constitute the stated annual meeting to hold elections, receive reports of officers and committees, and for any other business that may arise.

Section 3. Special Meetings. Special meetings may be called by the President or by the Board of Directors or shall be called upon the written request of fifteen (15) members of the Society served on the Corresponding Secretary. The purpose of the Special Meeting shall be stated in the call.

Section 4. Notice. Notice of meetings shall be mailed to each member at least four weeks before the meeting; the notice shall state the program for the meeting and the substance of any proposed action of the general membership or amendments to these Bylaws. In an emergency a notice of four weeks for a particular meeting of the membership, or a notice of a change of the substance of the meeting, may be waived by a two-thirds affirmative vote of those Board members present and voting at a meeting of the Board of Directors.


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Section 5. Quorum. A quorum shall be five (5) per cent of the voting members in good standing.

Article V: Officers

Section 1. Officers. The officers of the Society shall be a President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer; whose duties shall be those customary to such offices.

Section 2. Nominations. Candidates for offices shall be chosen by a Nominating Committee consisting of at least three members appointed by the President before the third quarter of the year. The Nominating Committee shall advise each nominee of the responsibilities of the office to be filled. Nominations made by the Nominating Committee shall be presented to the Corresponding Secretary for publication in the notice of the annual meeting,, including a note that nominations may be made from the floor with prior consent of the nominees. Contested elections shall require vote by ballot.

Section 3. Election and Term. Officers shall be elected at the annual meeting of the Society in the odd years and shall serve for two years or until their successors are elected. Officers may be re-elected without limitation as to the number of terms. Terms of office begin on the first day of January after the elections.

Section 4. Vacancies. A vacancy in any office shall be filled by the Board of Directors, except in the case of a vacancy in the office of President, when the First Vice-president shall become President, and the Second Vice-president shall become the First Vice-president.

Section 5. Treasurer. The Treasurer shall be responsible for the receipt and disbursement of all revenue and shall, as approved by the Board of Directors of the Society, deposit or invest to the credit of the Historical Society of Harford County, Inc. all funds belonging to the Society. The Treasurer shall pay all obligations of the Society authorized by the President or the Board of Directors. All transactions on the Society's accounts shall require two signatures. The President, First Vice-president, or Assistant Treasurer, if appointed, shall be the authorized signatories on Society accounts. The Board of Directors may appoint an Assistant Treasurer, who shall assume the duties of the Treasurer during his or her temporary absence. The Treasurer shall keep an accurate report of receipts and disbursements and provide a written report of the same at each meeting of the Board of Directors. At the first quarter meeting the Treasurer shall submit an annual report showing the financial standing of the Society. The Treasurer, the Assistant Treasurer, if appointed, the President, and the First Vice-president shall be bonded with the cost of the bonding assumed by the Society.


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Article VI: Audit

Section 1. Annual Audit. Should the Treasurer resign the office or die before the expiration of the term, an audited report shall be made showing the financial standing of the Society at the time of resignation. All books and records relating to finances shall undergo a complete audit once each year by a public accountant or public accounting firm. Such auditors should not be related to the Treasurer.

Article VII: Board of Directors

Section 1. Composition. The Board of Directors shall consist of the six elected officers, the immediate Past President, the President Emeritus if so designated, and at least eight, but not more than twenty Directors, as the Board shall determine. Directors shall be nominated and elected in the same manner as officers and serve for two year terms or until their successors are elected and be divided into two classes, half to be elected in odd years and half in even years. Beginning with the adoption of these bylaws, Board members other than officers may be elected to no more than three consecutive terms. Terms of office begin the first day of the January after the election.

The designation of President Emeritus may be conferred by the Board on a member with more than twenty years of outstanding service to the Board of Directors of the Society, as President and in various capacities. The President Emeritus is welcome to attend all Board meetings, to offer advice as he deems fit and to vote.

Section 2. Duties. The business of the Society shall be managed by the Board of Directors. The Board through the President shall report to the Society at each annual meeting and at other times as may be necessary. The Board shall be subject to the orders of The Society, and none of its acts shall conflict with action taken by The Society.

Section 3. Staff. The Board of Directors may maintain a staff and define their duties and responsibilities, in order to carry out the business of the Society.

Section 4. Regular Meetings. The Board of Directors regularly shall meet monthly. Except as changed by common consent, the meeting shall be at the Society headquarters on the first Tuesday of the month.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called upon written request of five members of the Board. The Corresponding Secretary shall notify members of the Board of a special meeting. In a matter requiring immediate action, a telephone poll of the Board of Directors may constitute a special meeting. Any action taken by telephone poll shall require the majority vote of the entire Board and shall be recorded in the minutes of the next regular meeting.


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Section 6. Emergency Action Required Between Regular Meetings. Between regular Board meetings, the concurrence of four officers is required for emergency action authorized by the President. Such action must be reported to the Board of Directors at its next regular meeting.

Section 7. Absence. A Board member will be considered inactive if three consecutive meetings of the Board of Directors are not attended and the absence is unexcused, or if the Board member requests such status. Board members who have had four absences, excused or unexcused, from regular meetings in any one year may be asked by the Board to resign. Written notification will be given by the Corresponding Secretary.

Section 8: Vacancy. Between regular elections, the remaining term of a vacant directorship may be filled by vote of the Board of Directors.

Section 9: Quorum. A majority of the Board of Directors shall constitute a quorum. An inactive member will not be counted in the determination of a quorum.

Article VIII: Executive Director

The Board of Directors may appoint an Executive Director, who shall serve at the pleasure of the Board and be responsible to it for the administration of the day-to-day operations of the Society. Other duties may be assigned to the Executive Director by the Board. The Board shall establish any compensation for that position.

Article IX: Committees

The President shall appoint from the general membership and the Board of Directors the chairman and members of such standing and special committees, including an Executive Committee as shall be established by action of the Board of Directors. The Board shall determine the duties, duration and objectives of each committee. The President shall be ex officio a member of all committees except the Nominating Committee.

Article X: Seal

The Seal of the Society shall be a circular device containing the words "The Historical Society of Harford County, Inc." and the dates 1885 -1961 in the center of the seal.

Article XI: Motto

The motto of the Society shall be the words "Preserving Our Past for Your Future."


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Article XII: Prohibited Financial Activities

No part of the earnings of the Society shall inure to the use or benefit of an individual member or relative of a member. This organization shall not engage in any activities which are not permitted by the Internal Revenue Section 501 (c) (3).

Article XIII: Endowment

Section 1. Establishment. A permanent Endowment Fund is established to improve the long term financial condition of the Society. The Endowment Fund may receive cash, other donations and bequests from wills or trusts.

Section 2. Separate Accounts. Separate bank or brokerage accounts will be established for the Endowment Fund by the Treasurer and the Chairman of the Endowment Committee, so that assets will not be commingled with general or operating accounts of the Society.

Section 3. Income. One-half of the yearly income or capital gain from the Endowment Fund may be paid to the Society's general fund if needed in that year to pay for normal operating expenses or special capital purchases. The remaining half of any income or capital gain shall remain in the Endowment Fund.

Section 4. Loans. Loans from the Endowment Fund to the general Society accounts may be made only with the recommendation of at least seventy-five percent of the Board of Directors and approval by the majority of the members voting at a regular quarterly or special meeting. Such proposed loans shall be announced in the notice of the meeting.

Article XIV: Indemnification

The Society shall indemnify reasonable expenses for an act or failure to act which occurred while a person serves on the Board of Directors, or as a committee member, employee or agent to the extent permitted by Maryland law or not covered by Society insurance, provided that the act or failure to act was not illegal or the result of malice or gross negligence. This Article does not apply before its adoption on September 18,1998.

Article XV: Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.


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Article XVI: Dissolution of the Society

Upon the dissolution of the Society and the discharge of its debts and the settlement of its affairs, any assets of the Society remaining there after shall be conveyed to such organizations then existent, within or without the territory of the Society, as is dedicated to the perpetuation of the objective similar to those of the Society, so long as whichever organization selected by the Society's Board of Directors shall be exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended or under such successor provisions of the Code as may be in effect at the time of the Society's dissolution.

Article XVII: Amendments

Section 1. Proposal. Amendments to these bylaws shall be recommended to the membership by the Board of Directors. Any member wishing to amend these bylaws shall propose such amendment to the Board of Directors. If the Board of Directors approves a proposed amendment, it shall recommend the amendment to the membership. If the Board does not approve a proposed amendment, it shall be voted upon by the membership if ten members of the Society in good standing request its consideration in writing. The Board of Directors may recommend amendments at any regular meeting or special meeting of the membership, provided that the substance of the proposed amendment is announced in the notice of the meeting.

Section 2. Adoption. An affirmative vote by two-thirds of the members voting shall be required to adopt an amendment to these bylaws.

These bylaws of the Society were amended and adopted by the members of the Society at its annual meetings on September 18, 2023 and September 24, 2003.
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SUGGESTIONS, ADDITIONS, AND CORRECTIONS ARE WELCOMED.

E-MAIL:   [email protected].

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