Radersburg, Montana

(A nonprofit organization)

ARTICLE I

Meetings
Section 1. PLACE OF MEETING:   Any or all meetings of the members, and of the board of directors, of this organization may be held within or outside the State of Montana.

Section 2. RULES OF CONDUCT:   The rules contained in the current addition of Robert’s Rules of Order shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that the organization may adopt.

Section 3. ANNUAL MEETING OF MEMBERS:   An annual meeting of the Radersburg Historical Preservation, Inc. members shall be held each year on the 1st Saturday of January. The purpose of this annual meeting is to review the annual statements of operations and to elect members of the board of directors as provided in these Bylaws. The board of directors by resolution may provide the time and place for holding of annual meetings which shall be so fixed as to insure that it will be reasonably possible for representatives to attend.

A. Notice of annual meeting of members: At least 30 days prior to the date fixed by Section 3 of this article for the holding of the annual meeting of members written notice of the time and place of such meeting shall be mailed, as herein provided, to each member entitled to vote at such meeting.

B. Delayed annual meeting: If, for any reason the annual meeting of the members shall not be held on the day herein designated, such meeting may be called and held as a special meeting, and the same proceedings may be had there as at an annual meeting, provided that the notice of such meeting shall be the same herein required for the annual meeting, namely, not less than a 30 day notice.

C. Order of business at annual meeting: The order of business at the annual meeting of the members shall be as follows:
(a) Roll Call
(b) Reading notice and proof of mailing
(c) Reading of minutes of last preceding meeting
(d) Report of president
(e) Report of secretary
(f) Report of treasurer
(g) Election of directors
(h) Transaction of other business mentioned in the notice
(i) adjournment

Provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.

Section 4. Organization meeting of board: The first meeting of the newly elected board of directors may be held immediately following the annual meeting. This meeting shall convene for the purpose of electing officers and transacting any other business property brought before the board. No notice need be given for such meeting.

Section 5. Regular Meetings: Throughout the year, regular meetings of Radersburg Historical Preservation, Inc. shall be held monthly on the 1st Saturday of the month at 2:00 p.m. (Oct.~April) and 7:00 p.m. (May~September) or more frequently at the discretion of the Board of Directors. Meetings of the board of directors may be held within or without the State of Montana and shall be called by the secretary for any time or place requested by the board of directors by at least two-thirds (8 directors/officers) of the members of the board of directors. A reasonably written or oral notice of such meetings shall be given to each director.

Section 6. Special meetings of members: A special meeting of the members may be called at any time by the president, or by a majority at least two-thirds (8) directors/officers of the board of directors. The methods by which such meeting may be called are as follows: Upon receipt of a specification in writing setting forth the date and objects of such proposed special meetings, signed by the president, or by a majority of the board of directors, the secretary or an assistant secretary shall prepare, sign and mail the notices requisite to such meeting. Such notice may be signed by stamped typewritten or printed signature of the secretary or assistant secretary. In the alternative, the president may orally notify all board members twenty-four (24) hours in advance of a special meeting if in his/her opinion an emergency exists suspending the necessity of written notice.

A. Notice of special meeting of members: Except in an emergency as above noted, at least two days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of such meeting shall be mailed, as herein provided, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting, but action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as herein provided.

Section 7. Notices and mailing: Except in an emergency situation, all notices required to be given by any provision of these bylaws shall state the authority pursuant to which they are issued (as, by order of the president, “or” by order of the board of directors as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary or assistant secretary. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his, her or its last address appearing upon the membership record of this organization. The notice is considered delivered after the 5th day of mail delivery days.

Section 8. Waiver of Notice: Notice of the time, place and purpose of any meeting of the members or of the board of directors, may be waived by telegram, radiogram, cablegram or other writing, either before or after such meeting has been held.

ARTICLE II

Membership / Quorum
Section 1. Membership: Membership will be established by payment of $10.00 per individual person per calendar year or $100.00 for a 12 year period. The family rate is $15.00 per family per calendar year or $150.00 for a 12 year period.

Section 2. Quorum of Directors: A two-thirds (8) majority of the voting members of the board of directors then present shall constitute a quorum for the transaction of business of any meeting of the board. Presence in person of members representing a majority of the voting rights of this organization shall constitute a quorum at any meeting of the members.

ARTICLE III

Voting, Elections and Proxies
Section 1. Who is entitled to vote: Except as an amendment, or amendments otherwise provide, each board member shall, at every meeting, be entitled to one vote in person upon each subject properly submitted to vote.

Section 2. Inspectors: Whenever any person entitled to vote at a meeting of the members shall request the appointment of inspectors, a two-thirds (8) majority of the members present at such meeting and entitled to vote at such meeting shall appoint not more than three inspectors, who need not be members. If the right of any person to vote at such meeting shall be challenged, the inspectors shall determine such right. The inspectors shall receive and count the votes either upon an election or for the decision of any questions and shall determine the result. Their certificate of any vote shall be prima facie evidence thereof.

ARTICLE IV

Board of Directors
Section 1. Number and term of director: The business, property and affairs of this organization shall be managed by a board of directors composed of at least twelve (12) persons who shall be members of this organization. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.

A. A director or officer may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation.

B. Any officer or director missing 3 consecutive meetings without good cause will be terminated and his/her successor will be nominated and voted to serve the remaining term. Radersburg Historical Preservation, Inc. officers will automatically be members of the board for the term of their office. Sponsors may have a representative sit on the board. A simple majority shall constitute a quorum.

Section 2. Classification of Directors: At the first annual meeting of the members, the members of the board of directors shall be divided into three classes of at least four members each. The members of the first class shall hold office for a term of one year; the members of the second class shall hold office for a term of two years; the members of the third class shall hold office for a term of three years. At the annual elections thereafter, at least three directors shall be elected by the members for a term of three years. No member shall serve for more than two consecutive three year terms. New members of the board shall be nominated by a nominating committee and shall be approved by the board.

Section 3. Vacancies: Vacancies in the board of directors shall be filled by appointment made by the remaining directors. Each person so elected to fill a vacancy shall remain a director until his successor has been elected by the members, who may make such election at their next annual meeting or at any special meeting duly called for that purpose.

Section 4. ACTION BY UNANIMOUS CONSENT: If and when the directors shall severally or collectively consent in writing to any action to be taken by the organization, such action shall be as valid as though it had been authorized at a meeting of the board of directors.

Section 5. POWER TO MAKE BYLAWS: The board of directors shall have power to make and alter any bylaw or bylaws, including the fixing and altering of the directors, provided, that the board shall not make or alter any bylaw or bylaws fixing the qualifications, classifications or term of office of any member or members of the then existing board.

Section 6. POWER TO ELECT OFFICERS: The board of directors shall select a president, vice-president, a secretary and a treasurer.

Section 7. POWER TO APPOINT OTHER OFFICERS AND AGENTS: The board of directors shall have the power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the organization.

Section 8. REMOVAL OF OFFICERS AND AGENTS: Any officer or agent may be removed by the board of directors whenever in the judgment of the board the business interests of the organization will be served thereby.

Section 9. POWER TO FILL VACANCIES: The board shall have power to fill any vacancy in any office occurring from any reason whatsoever.

Section 10. DELEGATION OF POWERS: For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 11. POWER TO APPOINT EXECUTIVE COMMITTEE: The board of directors shall have power to appoint by resolution an executive committee composed of two or more directors who, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business of the organization between meetings of the board.

Section 12. POWER TO REQUIRE BONDS: The board of directors may require any officer or agent to file with the organization a satisfactory bond conditioned for faithful performance of his/her duties.


ARTICLE V Officers
   Section 1.   The elected officers of the Radersburg Historical Preservation, Inc. shall be president, vice-president, secretary, and treasurer with the duties usually pertaining to these offices. They will be full members elected by the board at the annual meeting and will serve until the next annual meeting. Any office vacated during the year shall be filled by the board for the unexpired term. A nominating committee will be appointed three months before the annual meeting.

Section 2. PRESIDENT: The president shall be selected by, and from the membership of, the board of directors. He/She shall be the chief executive officer of the organization.   He/She shall preside over all meetings of the board. He/She shall have general and active management of the business of the organizational and shall see that all orders and resolutions of the board are carried into effect. He/She shall be an ex- officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of an organization. The president, with consideration of the board, will appoint the chairperson of the following committees:

(a) Social
(b) Publicity
(c) Volunteer recruitment
(d) Fund raising
(e) Sponsorship

And any other that the board deems necessary.

Section 3. VICE-PRESIDENT: At least one vice-president shall be chosen from the membership of the board. The vice-president shall perform the duties and exercise the powers of the president during the absence or disability of the president. Past presidents who are board members, in the order of seniority, shall perform the duties and exercise the powers of the president during the absence or disability of the president and vice-president.

Section 4. SECRETARY: The secretary shall attend all meetings of the board of directors, and of the executive committee, and shall preserve true minutes of the proceedings of all such meetings in the books of the organization. He/She shall give all notices required by statute, bylaw or resolution. He/She shall perform such other duties as may be delegated to him/her by the board of directors or by the executive committee.

Section 5. TREASURER: The treasurer shall have custody of all organizations funds and shall keep full and accurate accounts of all receipts and disbursements in the organization’s books; he/she shall deposit all monies, securities and other valuable effects in the name of the organization in such depositaries as may be designated for that purpose by the board of directors. He/She shall disburse the funds of the organization as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board, and whenever requested by them, an account of all his/her transactions as treasurer and of the financial condition of the organization. If required by the board, he/she shall deliver to the president of the organization, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the board, conditioned for faithful performance of the duties of his/her office, and for restoration to the organization in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his/her possession or under his/her control belonging to the organization.

ARTICLE VI Execution of Instruments
Section 1. CHECKS AND DRAFTS: All checks, drafts and orders for payment of money shall be signed in the name of the organization and shall be countersigned, by such officers or agents as the board of directors shall from time to time designate for that purpose.

Section 2. CONTRACTS, CONVEYANCES OR OTHER INSTRUMENTS: When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president, or vice-president and the secretary, or assistant secretary, may execute the same on behalf of this organization. The board of directors shall have the power to designate the officers and agents who shall have authority to execute any instrument on behalf of this organization.


ARTICLE VII Amendment of Bylaws
   Section 1. AMENDMENTS HOW EFFECTED: These bylaws may be amended, altered, added to or repealed by the affirmative vote of a majority of the board of directors if the amendment, alteration, addition or repeal be proposed at a regular meeting or a special meeting called for that purpose and properly noticed; also provided, that no change of the date for the annual meeting of members shall be made within 14 days before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting.

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned President and Secretary of the organization known as Radersburg Historical Preservation, Inc. do hereby certify that the above and foregoing Bylaws were duly adopted by the members of the Board of Directors of said Organization as the Bylaws of said Organization, on the _____day of __________, 2009 and that they do now constitute the Bylaws of said Organization.