BYLAWS

ARTICLE I
NAME and CORPORATE STATUS

The name of the organization is East Mountain Historical Society, hereinafter referred to as EMHS.  The EMHS is a New Mexico non-profit corporation, tax exempt as provided in the U.S. Internal Revenue Code Section 501 (c)(3).

ARTICLE II
MISSION STATEMENT

The mission of the EMHS is to identify, preserve and present to the public the history and culture of the East Mountain area. The EMHS will assist in protecting historical buildings and landscapes, artifacts, records, or any item considered to be of historical significance. The EMHS will also identify, collect and archive historical material of significance to the area.

ARTICLE III
MEMBERSHIP

Section 1.  General Membership

Membership is open to any person. Membership categories are: Individual, Family, Sponsor, Student, Corporate, and Honorary, as defined by the Board.

Section 2. Membership dues

Dues will be determined by the Board and subject to change on a yearly basis. The annual dues are payable as of January 1 of each year. Annual membership starts January 1 and ends December 31. 

Section 3.  Exemption from Dues

The following categories of membership are exempt from paying dues:

• Honorary Members
• Lifetime Members
• Emeritus Board Members

ARTICLE IV
MEMBERSHIP MEETINGS

Section 1. Annual Meeting and Elections

• The annual business meeting of the membership shall be in November or at the call of the EMHS Board for the transaction of business of the EMHS. Meetings will be open to the membership and invited guests. Members of the EMHS will be duly notified as to time and location of meetings.
• The annual meeting may be held on an online platform which allows for live streaming membership participation, such as Zoom or Google Meet, at the discretion of the Board.  Members who do not have internet access will be notified of the manner in which they may submit motions and statements to the Board prior to the annual meeting.
• A financial report from the preceding year will be given.
•  Committee Chairs will state the plans and needs of their committees and solicit new members.
• The Nominating Committee shall cause to be published a call for Board member nominees.  The Nominating Committee shall present a slate of Board member nominees to the Board of Directors 30 days prior to the annual meeting.  Information about the nominees will be communicated to the membership at least two weeks prior to the annual meeting.
• Voting: At an in-person meeting, the election of Board members and officers will be made by majority vote of those members present and voting. If the annual meeting and election of Board members is held via the internet, a written ballot will be sent electronically to those having internet access, and by mailed, paper ballot to those who do not.  The election of Directors and Officers will be made by majority vote of those submitting ballots.

Section 2.  Special Meetings

Special meetings of the membership may be called by the President or by majority vote of the Board of Directors.  Special meetings may be held in person or on an online platform.

Section 3.  Programs and Activities

The EMHS will offer educational and cultural programs and events to the public. The EMHS will offer special members-only programs, events, and outings consistent with the organization’s mission.

ARTICLE V
BOARD OF DIRECTORS

Section 1.  Governing Body

The business of the EMHS shall be conducted by its Board of Directors.  The Board Members shall act in accordance with the mission of the EMHS, attend Board meetings, and participate in activities and events sponsored by the EMHS.

Section 2. Composition of the Board

The Board shall be composed of at least seven (7) members, not exceeding fifteen (15) members exclusive of Emeritus board members.

Section 3.  Emeritus Board Members

Emeritus Board Members are non-voting lifetime members of the Board of Directors, as elected by the Board.

Section 4. Quorum

A quorum of the Board consists of at least fifty percent of existing board members.

Section 5.  Term of Office

A Board member is elected for a two-year term of office. Should a Board member leave during the term of elective office, the Board of Directors may appoint a replacement for the remainder of the term.

Section 6.  Board Meetings

The President of the Board, with input from Board members, shall establish the agenda for each Board Meeting, and the agenda shall be made available to the EMHS membership in advance of the Board Meeting.  Members wishing to attend and address the Board at a Board Meeting may do so by notifying any officer of the Board prior to the meeting and will be included on the agenda.

Section 7. Virtual Board Meetings

A meeting of the Board of Directors may be called by the President to be held by virtual meeting technology, such as Zoom, Google Meet, or other technology which provides for teleconferencing and videoconferencing.

Section 8.  Voting

At in-person and live online virtual meetings, a motion must be made and seconded in order to call for a vote. Time for discussion of the motion shall be made before a vote in taken.  A quorum of the Board members must be participating in order for a measure to pass.  A motion is passed by a majority of the voting members.

Section 9.  Voting by Electronic mail

If a matter must be decided prior to the next scheduled Board meeting due to time exigency, the Board member requesting the vote shall draft a proposed motion and submit it via electronic mail to all Board members.  For Board members not having access to electronic mail, he/she/they shall contact those Board members in person or by telephone to be advised of the draft motion. All Board members shall have the opportunity to comment, question, oppose, or offer amendments to the motion.  Votes on a motion shall be stated “YES”, “NO” or “ABSTAIN”.  No other response to a motion shall be counted as a vote.  The Secretary shall publish the results of the vote and prepare the verbatim text of the measure for inclusion in the minutes of the next Board meeting.

Section 10.  Neglect of Duties

A Board member who fails to attend a Board meeting of which he/she/they had notice, who has not provided notice to the Board in advance of the inability to attend for three meetings in a 12-month period, may be removed by vote of the Board.  An officer who fails to perform the duties of his/her/their office for two consecutive months may be removed from that office by vote of the Board.

ARTICLE VI
OFFICERS

Section 1.  Officers

The elected officers of the EMHS Board of Directors shall be the positions of President, Vice President, Treasurer, and Secretary.

Section 2.  Executive Committee

The executive committee shall consist of the elected officers of the Board: President, Vice President, Treasurer, and Secretary.

Section 3.  Duties of the President

The President shall be the executive officer of the EMHS and provide leadership in executing the mission of the EMHS. The President shall call meetings of the Board of Directors, preside at all meetings, and be an ex officio member of all committees except the nominating committee. The President shall sign all contracts and other instruments requiring a signature as authorized by the Board.  The President shall appoint the Chairs of EMHS committees with ratification by the Board.

Section 4.  Duties of the Vice President

In the event the President is absent or unable to act, the Vice President shall perform the duties of the President. The Vice President shall perform such other duties as requested by the President or Board. 

Section 5.  Duties of the Treasurer

The Treasurer shall collect all dues, contributions and EMHS income, deposit all funds in an account approved by the Board, keep a full and accurate account of receipts and disbursements of the EMHS and shall make monthly financial reports to the Board. The Treasurer shall prepare an annual financial report to be made known to the membership at the annual meeting and keep and maintain all financial records.  The Treasurer shall timely file the appropriate IRS form annually. The Treasurer shall file the annual non-profit corporation report with the appropriate agency of the State of New Mexico and pay the concomitant fee. The Treasurer shall prepare any federal tax documents required to be given to contractors. The Treasurer shall maintain custody of the EMHS check book and PayPal technology and be the authorized administrator of the EMHS PayPal account.  The Treasurer shall timely pay periodic rent, annual insurance payments, internet and website related fees and all other payments as authorized by the Board.  The Treasurer shall reimburse expenditures made on behalf of the EMHS in accordance with the procedures established by the Board.

Section 6.  Duties of the Secretary

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by laws and shall be responsible for keeping a full and accurate account of all meetings and proceedings of the Board, and the annual meeting of the membership, and shall maintain all records of the EMHS. The Secretary shall perform other duties as requested by the President or the Board.

Section 7. Term of Office

An Executive Officer’s term of office is two calendar years. 

Executive Officers’ terms are limited to three consecutive terms. 

Should an Officer leave during the term of elective office, the Board of Directors may appoint a replacement for the remainder of the term.

ARTICLE VII
COMMITTEES and POSITIONS

Section 1.  Standing Committees

The following shall be standing committees of the EMHS: Bylaws, Membership, Nominating, Oral Histories, Publications, Programs, and Sales.  Standing Committee Chairs shall be appointed by the President with ratification by the Board. The President shall serve ex-officio on all committees except the nominating committee. 

Section 2.  Special Committees

Special committees may be appointed as needed by the President with the approval of the Board.

Section 3.  Duties of the Registered Agent

Until such time as the EMHS has a permanent building, the physical address of the Registered Agent shall be the official EMHS address for matters requiring a street address, and for service of process.  The Registered Agent shall advise the Board if any actions are required to maintain the corporation in good standing as a non-profit corporation holding tax exempt status.

Section 4.  Duties of the Historian

The Historian shall keep and maintain records of the activities of the EMHS. The Historian shall update archival records and systems and record the origin of newly acquired materials.

Section 5.  Duties of the Communications Director

The Communications Director shall be responsible for the publication of the EMHS Quarterly Newsletter and for preparing and reviewing content which is published by the EMHS in electronic or social media format.  The Communications Director shall oversee publicity for EMHS events and activities.

Section 6.  Webmaster

The Webmaster shall maintain and update the EMHS website and EMHS social media platforms such as the EMHS Facebook page, based upon policy established by the Board.

ARTICLE VIII
FINANCES

Section 1.  Bank Account

A checking account shall be maintained at an FDIC-insured banking institution.  All income received by the EMHS shall be deposited into this account.

Section 2.  Key Executives for Banking Purposes

The key executives for banking purposes shall be the President, the Vice President, the Treasurer, and the Secretary.  These are the only persons authorized to disburse EMHS funds.

Section 3.  Gifts and Grants

The Board may accept, on behalf of the EMHS, from a legal owner or governmental agency, any contribution, grant, gift, bequest or devise, which shall be free and clear of any and all restrictions and obligations except as agreed to by the Board.

Section 3.  Fiscal Year

The fiscal year of the EMHS begins on January 1 and ends on December 31.

Section 4.  Assets on Dissolution

In the event the EMHS dissolves, any remaining funds will be donated to another historical society as agreed upon by the Board.

ARTICLE IX
AMENDMENT OF BYLAWS

Section 1.  Time for Submission to Board

Any proposed amendment to the bylaws shall be submitted in writing to the Board of Directors no less than four weeks prior to the meeting at which the amendment is to be acted upon.  The Board shall vote upon recommended amendments to the bylaws prior to submission to the membership.

Section 2.  Notice of Proposed Amendments

The Board of Directors shall inform the general membership of proposed changes to the bylaws at least two weeks prior to the annual meeting or a special meeting called for that purpose.  As determined by the Board, the meeting may be held by virtual meeting technology.

Section 3.  Two-thirds Vote Required

These bylaws shall not be amended except by a two-thirds vote of the members present at the annual meeting or at a special meeting called for that purpose by the Board of Directors. The Secretary shall note the number of members present for a virtual meeting and record that number in the minutes.  The Secretary shall ascertain by estimate of hand count whether two thirds of the members present in person have voted in favor.

Section 4.  Time for Change to the Bylaws

Unless expressly stated in the amendment, any bylaw change will take effect immediately after voted by the membership.

Revised: November 2021