These bylaws shall supersede all previous bylaws and amendments thereto and shall be consistent with the provisions of Chapter 181 and Section 44.03 of the Wisconsin Statutes and with the articles of incorporation, and all subsequent restatements and amendments thereto filed with the Secretary of State under which this organization is incorporated as a non-stock, non-profit corporation affiliated with the State Historical Society of Wisconsin and shall govern the administration and activities of this organization. Furthermore, the provisions of Chapter 181and Section 44.03 of the Wisconsin Statutes and Robert’s Rules of Order shall govern the proceedings of this organization not herein provided for.
ARTICLE I. PURPOSES AND OBJECTIVES.
As stated in the articles of incorporation, the purposes of this organization are exclusively educational and shall be to preserve, advance and disseminate in the manner hereinafter prescribed, knowledge of the history of the city of Westby and the surrounding area.
Section 1. Libraries, Museums and Historic Sites.
a. As time and circumstances and the will of the members dictate, this corporation may establish and operate a local history library and one or more historic sites. These facilities may be combined into one facility or may be separate facilities. Singly or in combination, they may be developed and operated in co-operation with any other educational organization, city council,
county board, or state or local agency or such civic or patriotic organizations qualifying for affiliation under the provisions of Section 44.03 (2) of the Wisconsin Statutes.
b. To the extent to which human and financial resources shall permit, practices and procedures in the collection, accessioning, cataloging, use and display of museum and library materials shall be consistent with standard site, museum and library practices and procedures such as those recommended by the Office of Local History and other divisions of the State Historical Society.
c. The President shall cause applications for state and federal tax exempt status to be made, and such status shall be kept in force through the filing of subsequent annual reports as required by the Internal Revenue Service and the Wisconsin Department of Revenue.
Section 2. Research and Publications.
a. The resources of this organization may be used for research and publication, ranging from projects in oral history and historic sites inventories and site maps and marking to the printing and distribution of newsletters, periodicals, books and such other literature as may relate to state or local history.
b. Books and research materials and such other literature or publications related to state or local history not created by this organization may be purchased for the library or museum.
c. The purchase of books and literature described in the foregoing paragraphs may also be made for resale or for free distribution to members, schools, libraries and such other institutions as may be determined by the Board of Directors.
Section 3. Other Programs and Activities.
a. The expenditure of funds to pay for speakers and other expenses of meetings and special events for the membership and/or for the general public, for tours, for junior historian projects, for miscellaneous museum, site and library related activities and administrative and operating costs, and for such other programs, projects, or activities for the furtherance of the purposes for which this organization is incorporated, may be made in the manner approved by the Board.
ARTICLE II. MEMBERSHIP.
Section 1. Qualifications.
a. Any person, institution or organization may become a member of this corporation upon payment of the dues stipulated for the classification of membership for which the applicant applies.
b. Membership shall terminate automatically for non-payment of dues thirty (30) days following the date on which payment is due, and that due-date shall be January 1st. Memberships terminated for non-payment will be re-instated as of January 1st on the year of payment for restoration.
Section 2. Classification and Dues.
a. Memberships shall be of six (6) classes as follows: Individual, Student, Senior, Family Business/Patron and Associate.
b. The annual dues for each class of membership shall be determined at the annual meeting of the Society for the ensuing year.
Section 3. Voting and Privileges.
a. Each individual member shall be entitled to a vote of one at all meetings of the membership and shall be entitled to such benefits and privileges as shall be set forth in the regulations and proceedings of the organization.
b. Student members shall not be entitled to vote except under such circumstances as shall be set forth in the regulations and proceedings of the organization but shall enjoy such benefits and privileges as shall be set forth for their enjoyment and appreciation of membership.
c. Patron memberships are available for individuals or businesses as supporters of the Society, and a Patron membership permits one vote per membership in whose name the membership is issued, and shall be entitled to the benefits and privileges of the society.
ARTICLE III. BOARD OF DIRECTORS.
Section 1. Composition of the Board.
a. The Board of Directors may consist of five (5) directors and those officers to whom board status is imputed under provisions of Article IV of these bylaws. The total number of members on the Board of Directors, including those officers and directors, may be nine (9).
b. Elections to the board shall be in accordance with the provisions of Article V of these bylaws.
c. Other honorary and/or ex-officio appointments to the Board of Directors may be made as the board shall see fit.
Section 2. Powers of the Board.
a. The Board of Directors shall have the power to conduct the affairs of this organization and to delegate such authority as is not otherwise set forth in these bylaws. This shall include the approval and authorization of the expenditures of the organization, the hiring and termination of employment of staff members, and the creation and implementation of policies for the development, operation and maintenance of facilities.
b. The Board of Directors shall have the power to create or terminate an executive committee, special boards of trustees or advisors, and such permanent and special committees as are deemed necessary and which shall include a membership committee, a nominating committee, a program committee, a publicity or public relations committee and such accessioning and cataloging and museum and library committees as shall be required. The manner in which committee chairmen and committee members shall be appointed shall be set forth in the regulations and proceedings.
c. The President of WAHS is authorized to be reimbursed up to $200.00 per month for WAHS needs without Board approval.
ARTICLE IV. OFFICERS.
Section 1. Classification of Officers and Non-elected Officials.
a. The officers shall be President, Vice President, Secretary and Treasurer, and such officers shall be members of the Board of Directors for the duration of the term for which they are elected as specified in Article V. Section 2. a.
b. Other officials, such as historian and curator, may be appointed without board rank as the Board of Directors may determine.
Section 2. Duties.
a. Officers shall perform the duties traditional to their offices and in conformity to state statute and Robert’s Rules of Order, and may assume such other duties as the board may request among which may be the chairmanship of special or permanent committees. However, no two (2) offices of board rank may be combined with the exception of Secretary and Treasurer.
b. All officers and directors shall familiarize themselves with these bylaws and the Articles of Incorporation upon their election or appointment, and it shall be the duty of the Secretary to distribute such copies to the individuals involved.
ARTICLE V. ELECTIONS.
Section 1. Directors.
a. Directors shall be elected by the members at the annual meeting of the organization. At the first election of directors, one (1) person shall be elected for a period of one (1) year, two (2) persons shall be elected or a period of two (2) years, and two (2) persons shall be elected for a period of three (3) years, thereby establishing directorships of staggered-term rotation. Each succeeding director’s term shall be three (3) years.
b. Vacancies among directors occurring before the expiration of term shall be filled by election of the Board of Directors and those so elected shall complete the term of the directorship vacated.
Section 2. Officers.
a. Officers with Board rank – President, Vice President, Secretary and Treasurer – shall be elected by the membership at the annual meeting to serve for a period of one (1) year and until their successors are chosen.
b. Vacancies in all elected offices occurring before the expiration of the specified term of office shall be filled by election by the Board of Directors and those so elected shall hold office until the next scheduled election for that office.
c. Officials without Board rank, as specified in Article IV. Section 1. b., shall be appointed by the Board of Directors to specified or indefinite terms, consistent with the nature of their duties, and when, and as, determined by the Board.
Section 3. The Nominating Committee.
a. The nominating committee, as appointed by the Board of Directors annually, shall prepare a ticket of candidates for officer and director vacancies to be presented at the annual election meeting for consideration of the membership. The ticket shall contain at least one (1) name for each vacancy, and shall represent only names of individuals willing to serve and intending to be present at the annual meeting of election. The presentation of the ticket shall constitute the report of the nominating committee, to be retained for the Record. The request for nominations from the floor shall follow the presentation of the nominating committee’s report, each vacancy being voted on separately and in order of nomination. If there are no additional nominations, a unanimous ballot may be called for by the presiding officer.
b. The nominating committee shall also be responsible for the distribution and counting of ballots at the annual meeting election. The presiding officer may announce the results of the election after the tabulation has been completed, or he/she may request the chairman of the nominating committee shall announce the results.
ARTICLE VI. MEETINGS.
Section 1. Meetings of the Board of Directors.
a. The Board of Directors shall meet regularly and not less than quarterly. Special meetings of the board may be called by the President or by any five (5) members of the Board, and each director shall be notified as to the time and place of such meeting.
b. Five (5) of the Board of Directors present and eligible to vote shall constitute a quorum at any regular or special meeting of the Board.
Section 2. Meetings of the Membership.
a. The annual meeting of this organization shall preferably be held in December, but within sixty (60) days following December 1st. Other meetings shall be monthly except in case of a special situation which may arise.
b. Special meetings of the membership may be called by the President, or on the instruction of the Board of Directors. When a special meeting is called, each member shall be notified as to the time and place and purpose of the meeting.
c. A majority of the membership present shall constitute a quorum at any annual, regular or special meeting of the Society.
ARTICLE VII. AFFILIATION WITH THE STATE HISTORICAL SOCIETY
Section 1. Authority for Affiliation.
a. This organization is an affiliate of the Wisconsin Historical Society by virtue of incorporation under the provisions of s. 44.03 of the Wisconsin Statutes, and shall accordingly, receive such benefits and meet such responsibilities as are stipulated therein, and as may otherwise be defined through mutual consent and through action by the Board of Curators of the Wisconsin Historical Society.
b. As an affiliate, this organization is a member of the Wisconsin Historical Society and of the Wisconsin Council for Local History. A representative of the affiliate organization is entitled to a vote of one (1) at all general meetings of the Society and the Council.
c. This organization may terminate affiliation through restatement or amendment of its articles of incorporation and amendment to its bylaws. The State Historical Society may terminate affiliation by formal resolution of the Board of Curators, a copy of which shall be deposited with the Secretary of State.
d. The following shall be causes for termination of affiliation by the State Historical Society, but extenuating circumstances shall be taken into account before action to terminate affiliation is taken by the Board of Curators:
1. Failure to hold annual elections for three (3) consecutive years.
2. Failure to submit annual reports to the Office of Local History for three (3) successive years.
3. Consistent failure to hold meetings for the membership as set forth in Article VI. Section 1, Paragraph
a. of these bylaws.
4. Failure to maintain state and federal tax exempt status.
Section 2. The Role of the State Historical Society in Affiliation
a. The State Historical Society shall send notices and announcements of the meetings and activities of the state society to the President of the organization whose name appears on the current mailing list, and whenever practical, such notices and announcements may be sent to the officers, directors and members of this organization to the extent to which the organization
provides the State Historical Society with current membership lists.
b. The organization shall receive, without charge, such publications and periodicals as the State Society shall determine, but such publications will include the “Wisconsin Magazine of History,” “Columns” and “Exchange.” “Exchange,” the Office of Local History’s newsletter, shall be sent to all officers and directors whose names are on the State Society’s current mailing list, but only one (1) copy of the other publications shall be sent and they shall be mailed on behalf of the organization to the President.
c. To the extent to which staff time and funds permit, the State Historical Society shall extend its professional and technical services to this affiliate. In general, such services shall be without cost to the affiliate; however, extended and costly services may be negotiated on a cost-sharing basis. The Office of Local History is designated as the principle liaison office and advisor for the
Section 3. The Wisconsin Council for Local History.
a. This organization shall be a member of the Southwest region of the Wisconsin Council for Local History, the association of affiliates of the State Historical Society established by the Board of Curators in 1961 through the authority of s. 44.03 (5) of the Wisconsin Statutes. All members, officers and directors of this organization are entitled to attend the annual regional conventions of the Council and its annual state convention held in Madison.
b. The President of this organization or appointed delegate shall attend the regional conventions to give an oral report on the activities of the organization, or, whenever circumstances prevent, shall submit a written report to be read by the regional chairman.
ARTICLE VIII. DISSOLUTION.
Section 1. Voluntary Dissolution.
a. In the event this organization shall be unable to maintain its facilities or to sustain its activities, notice of intent to dissolve shall be sent to the State Historical Society whereupon the state society shall supply necessary legal forms and instructions to be followed in effecting the dissolution.
b. Upon ratification by the members of a vote by the Board of Directors to dissolve the organization, the following steps shall be taken:
1. Satisfy all liabilities and obligations.
2. Satisfy all conditions stipulated in agreements with donors.
3. Distribute all remaining assets exclusively for educational purposes to one or more historical societies, libraries, museums or educational institutions, state, county, town or municipality operated, or incorporated exclusively for educational purposes in accordance with s. 181.51 and s. 44.03 of the Wisconsin Statutes and Section 105 (c) (3) of the Internal Revenue Code.
4. Complete the appropriate legal forms certifying to the results of the vote on dissolution and compliance with the above procedures for dissolution and distribution of assets, submitting the same to the State Historical Society and approval of the Board of Curators, the document shall be filed with the Secretary of State.
Section 2. Involuntary Dissolution.
a. In the event the organization becomes so inactive that there are no remaining officers, directors or members to effect voluntary dissolution proceedings, involuntary dissolution may be initiated by the State Historical Society in accordance with the provisions of s. 44.03 (3) of the Wisconsin Statutes.
b. In the implementation of involuntary dissolution proceedings, title to such property, records and collections not otherwise provided for in the Articles of Incorporation and bylaws of the organization or in the agreements of donors, shall rest in the State Historical Society and all remaining assets shall be distributed in the same manner as stipulated in Section 1. Paragraph b. of this article of the bylaws, with the first offer being made to whatever county or local governmental unit that may have aided the organization financially.
ARTICLE IX. AMENDMENTS.
These bylaws may be amended by two-thirds vote of the members present at any regular or special meeting called for the purpose, provided the amendment has been presented for an announced open discussion at the meeting prior to the one whereby the amendment is acted upon.
CERTIFICATION OF ADOPTION
It is hereby certified that the forgoing bylaws of this corporation were adopted by the Westby Area Historical Society annual meeting at Westby, Wisconsin on the 1st day of December, 2014 by the following vote:
Number of members having voting rights: 108
Number of members present: 17
Number voting for: 17
Number voting against: 0
Marlo Volden, President
Kathleen Anderson, Secretary