FLAT ROCK HISTORICAL SOCIETY BY-LAWS
Article I
NAME
The name of this organization is the Flat Rock Historical Society,
hereinafter referred to as the Society. It is incorporated under the laws
of the State of Michigan. It is recognized as a 501(C)(3) corporation by
the IRS, United States Department of Treasury.
Article II
MISSION STATEMENT
The mission of this Society shall be to preserve and communicate, to
residents and visitors, the history and spirit of those who have lived in
and near the City of Flat Rock from the beginning of human habitation or
its vision as well as to bring our community together for the enjoyment,
discovery, and learning of our past to create our future.
Article III
MEMBERSHIP
Section 1. Membership is open to all persons and groups who are
interested in history and the Society’s purposes. Any person who desires
to become a member shall complete an application form and present it to
any member of the Executive Board, submit online through the Society’s
website, or mail to the Society’s address with the required dues.
Section 2. There shall be seven membership classifications as follows:
a. Individual Membership: Upon payment of annual dues, individuals
over the age of eighteen may become members of the Society with all
the rights of Membership, including one email subscription to the
Society newsletter.
b. Student Membership – An individual who has not yet graduated
from high school may purchase a student membership annually, for
one-half the individual rate if not part of a family member
household and will include an email copy of the newsletter. A
Student must be at least 17 years of age to vote.
c. Family Membership: Two named adults, plus any additional members
of the household under the age of eighteen, residing at the same
address, paying an additional one-half the individual rate may
become Family Associate Members; includes multiple email
subscriptions to the Society newsletter.
d. Lifetime Membership: Any person who meets the requirements to
become an Individual Member and pays one lump sum fee equal to ten
times the annual membership fee shall be a Life Member. There are
no spouse or family lifetime memberships.
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e. Honorary Membership: Upon nomination by a Board Member and twothirds vote of the Executive Board. Honorary Membership may be
conferred upon an individual in recognition of outstanding service
to the Society. Honorary Members are non-voting, exempt from paying
dues, and includes an email subscription to the Society newsletter.
f. Patron Membership: Upon nomination by a Board Member and twothirds vote of the Executive Board. Patron Membership may be
conferred upon an individual in recognition of significant donation
to the Society.. Patron Members are non-voting, exempt from paying
dues, and includes an email subscription to the Society newsletter.
g. Associate Membership: Upon nomination by a Board Member and twothirds vote of the Executive Board. Associate Membership may be
conferred upon an organization or business in recognition of
significant donation to the Society.. Associate Members are nonvoting, exempt from paying dues, and includes an email subscription
to the Society newsletter.
Section 3. Determination of amount dues:
a. The Executive Board shall annually recommend the dues of the
Society and shall publish its recommendations no later than the
third quarter of the fiscal year in an issue of the Society
newsletter.
b. Any increase in dues must be approved by a majority vote at the
Annual Meeting.
c. Dues are payable annually on or before July 1st and considered
delinquent by August 31.
d. Members admitted after June 1 shall be credited with dues paid
for the following year.
e. The Chairperson shall notify the Executive Board, in writing, by
August 31 of those members who are delinquent.
f. Membership will be terminated if annual dues are not received by
September 30.
g. Only paid members may hold office or be members of a committee.
Section 4. Disciplinary Action
a. Disciplinary action of members will follow the Disciplinary
Action Procedure found in the Societies Policy & Procedure
Manual.
b. Offenses not addressed in the Disciplinary Action Procedure will
be addressed according to Roberts Rules of Order.
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Article IV
OFFICERS
Section 1. The officers of the Society – also known as the Executive
Board – shall be a President, a Vice-President, a Recording Secretary, a
Corresponding Secretary, a Historical Commission Liaison, a Treasurer,
four Trustees and the Immediate Past President.
Section 2.
a. Elected officers shall have been active members of the Society
for a minimum of six months with the exception of the Trustees.
b. Trustees shall have been active members of the Society for a
minimum of four months.
c. The President shall have previously served at least one term in
another position on the Executive Board.
Section 3. Members of the Executive Board shall affirm annually, the
Society Code of Ethics.
Section 4. TERMS OF OFFICE
a. The officers shall be elected in at the Annual Meeting in June
for a term of one year to begin in July except for the Trustees.
b. The Trustees will be elected for alternating terms of two years.
If necessary, the first year (July 2018), one or two Trustees,
as needed, will be elected for one year to better facilitate the
rotation.
Section 5. Within fifteen days after retiring from office, all officers
shall deliver to their successors all monies, accounts, records, books,
papers, and other property belonging to the Society.
Section 6. VACANCIES
a. Vacancies in any elected office (other than the President) shall
be filled for the unexpired term by appointment of the President
with the approval of the majority Executive Board.
b. A vacancy in the office of the President shall be filled by the
Vice-President to serve the remainder of the unexpired term.
Section 7. NOMINATIONS and ELECTIONS
a. The President, with the advice and consent of the Executive
Board, shall appoint a Nominating Committee, consisting of three
members, at least sixty days prior to the election meeting.
b. All nominations will be done through the Nominating Committee.
c. All nominees must be at least 17 years of age.
1) Nominees under the age of 18 can only hold the office of
trustee.
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d. No nominee shall be named without having consented to serve as
an officer.
e. Officers shall be elected by a majority vote.
f. Only members in good standing for thirty days before the date of
the annual or special meeting of members may vote at a meeting.
g. Members must be at least 17 years of age to vote.
Article V
DUTIES OF THE OFFICERS
Section 1. The President shall:
a. preside at all meetings of the general membership and the
Executive Board.
b. appoint all chairpersons of standing and special committees with
the approval of the Executive Board.
c. sign all contracts and documents authorized by the Executive
Board.
d. appoint the chair of the Finance Committee.
e. Be the official representative of the Society, authorized to act
on behalf of the Society; and be an ex officio member of all
committees except the Nominating Committee.
Section 2. The Vice-President shall:
a. assume the duties of the President in the absence of or at the
request of the President.
b. assume the duties of the President for the remaining term of
office in the event of a vacancy in that office.
c. arrange for programs for regular meetings.
d. provide information about future programs in a timely manner to
the Public Relations Committee.
e. present an annual report to the President at the July Board
meeting.
Section 3. The Recording Secretary shall:
a. record minutes of the proceedings of the Society;
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b. keep and have available at all meetings the Articles of
Incorporation, Bylaws, Standing Rules, Membership List and
Committee List.
Section 4. The Corresponding Secretary shall:
a. conduct the written and electronic correspondence of the
Society.
b. maintain monthly record of the Society’s correspondence.
c. send meeting notification to membership.
Section 5. The Treasurer shall:
a. maintain the records of all funds of the Society.
b. pick up the Society’s mail.
c. be responsible for depositing all monies in the name of the
Society in a federally insured depository designated by the
Executive Board.
d. pay designated line items in the annual budget when due and nondesignated line items as approved by the Executive Board.
e. present a financial report and budget status report at each
meeting of the Executive Board and a summary of the reports at each
general membership meeting.
f. serve on the Finance Committee.
g. prepare and present the financial records for audit after the
end of the fiscal year and before the first Executive Board Meeting
of the new fiscal year.
h. present an annual report to the President at the July Board
meeting.
i. Ensure that all financial paperwork is completed, and when
necessary, delivered to the CPA in a timely fashion.
Section 6. The Trustees shall:
a. act as trustees of the organization’s assets and must exercise
due diligence to oversee that the organization is well-managed and
that its financial situation remains sound.
b. participate in at least one standing committee.
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Article VI
SCHEDULE AND QUORUM FOR GENERAL MEMBERSHIP MEETINGS
Section 1. Regular meetings
a. Regular meetings of the general membership will occur at least
every quarter and will be held in the months of September,
February, April, and June.
b. The Annual Meeting being in June for election of officers.
c. Notice of general membership meetings shall be published on the
Society webpage, Society Newsletter, social media, and via
email.
Section 2. Special meetings of the members may be called by the
President or by the Executive Board or by nine (9) members of the Society
upon three days advance notice to the membership, which notice shall
specify the special purpose of the meeting.
Section 3. Twelve voting members shall constitute a quorum for the
transaction of business at any general membership meeting.
Article VII
BOARD OF DIRECTORS
Section 1. The Board shall meet at least nine times annually.
Section 2. The Board shall:
a. transact the business of the Society between general membership
meetings.
b. direct committees.
c. approve the Society Calendar.
d. approve the Operating Budget.
Section 3. Any member of the Board who fails to attend three consecutive
meeting without an excuse acceptable to the Board shall be considered to
have resigned.
Section 4. A member of the Executive Board may participate in a meeting
by means of conference telephone or other means of remote communication
by which all persons participating in the meeting can communicate with
each other. Participation in a meeting pursuant to this subsection
constitutes presence in person at the meeting.
Section 5. Special meetings of the Executive Board may be called by the
President or four members of the Board upon 24 hour’s notice.
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Article VIII
COMMITTEES
Section 1. The Society may have the following standing committees:
a. The Membership Committee –
1. shall be responsible for membership drives and processing new
candidates for membership.
2. shall establish a program to encourage new members to join
the Society.
3. shall create an atmosphere of welcome for both members and
guests at the general membership meeting.
b. The Friends Of The Flat Rock Historical Society Committee –
1. shall be responsible for planning projects to raise funds for
the treasury.
c. The Education Planning Committee1. shall organize and present to members, the general public, or
both, instructional classes and short orientation tours that
pertain to the purposes of the Society as well as set the
time, place, and date of the meetings.
d. The Nominating Committee1. shall prepare a single slate of officers to be voted on by
the membership at the election meeting; and
2. shall report to the membership prior to the election meeting.
e. The Public Relations Committee –
1. shall be responsible for all publicity and public relations
for the Society and shall determine and oversee the
direction, tone, and content of all Society publications.
2. shall be composed of the editor of the Society newsletter,
the editor of the Society bulletin, a member of the Education
Committee, and a member of the Friends of the Flat Rock
Historical Society Committee.
f. The Finance Committee –
1. shall propose the annual operating budget for approval at the
annual meeting in June
2. shall audit the accounts of the treasurer and any and all
trust funds belonging to the Society; and
3. shall maintain a Capital Equipment inventory; and
4. shall perform such other duties as may be prescribed by the
Executive Board.
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g. The Research Committee1. shall be responsible for researching and securing historical
materials in keeping with the objectives of the Society.
Section 2. Committees, standing or special, shall consist of Trustees
and volunteer members.
Article IX
FISCAL POLICY AND FINANCIAL MANAGEMENT
Section 1. The fiscal year of the Society shall be July 1 to June 30.
Section 2. Non-budgeted Monetary decisions over $100 require approval by
the Executive Board.
Section 3. The Society shall be funded by the collection of dues,
donations, sales of publications, fund-raisers and such additional
functions as the membership may authorize.
Article X
PARLIAMENTARY AUTHORITY
Section 1. The rules contained in the current edition of Robert’s Rules
of Order shall govern the Society 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 Society may adopt.
Section 2. The President may appoint a Parliamentarian. The
Parliamentarian advises the President and the Society at the meetings as
needed and insures that the Societies rules are followed.
Article XI
AMENDMENTS OF BY-LAWS
Section 1. These bylaws may be amended at any general membership meeting
of the Society by a two-thirds vote, provided that proposed amendments;
a. have been submitted in writing at the previous meeting; and
b. at least 10 days prior to that meeting, the proposed bylaws were
1) published on the Society webpage, in the Society Newsletter,
on social media, and via email.
2) mailed to hard copy members.
Section 2. These bylaws shall be reviewed for accuracy and possible
revision at least every three years. The fiscal year 2017-18 will be the
starting point.
FRHS By-Laws Page 8 of 8 Proposed Bylaws
ADOPTED by Membership 20 June 2019
Printable Copy: 2019 Bylaws