Lower Merion Historical Society

The Lower Merion Historical Society

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Board Minutes, Bylaws and Legal Notice

Board Minutes

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Mission Statement

The Lower Merion Historical Society is an organization dedicated to “Preserving Our Past For The Future.” This is accomplished by stewardship of local history, education of the community, preservation of historic resources and outreach to promote awareness of the cultural heritage of the Township of Lower Merion and the Borough of Narberth.

Article I. Background

The Society is a private non-profit 501(c)(3) organization, established in 1949 and incorporated in 1987, with the name “The Lower Merion Historical Society, Incorporated.”

Article II. Objective

The objective of this Society shall be the promotion and encouragement of historical study and research and particularly the teaching, collection, discovery, preservation, conservation, and publication of the history, historical records, and data of and relative to the Township of Lower Merion and the Borough of Narberth. The Society shall collect and preserve atlases, books, deeds, engravings, genealogies, journals, letters, manuscripts, maps, newspapers, paintings, photographs, portraits, and any and all materials which may establish or illustrate such history. The Society shall also undertake to mark permanently and preserve locations of local historical importance and shall further all possible local historical endeavors.

Article III. Membership and Dues

  1. SECTION 1.

    Any interested person may become a member of this Society upon application and payment of dues. All Officers, Directors and Committee Chairpersons must be dues paying members of the Society during their terms.

  2. SECTION 2. Types of Membership

    Annual: Student/Senior (65+), Individual, Family, Contributing, Corporate; or Life (per person)

  3. SECTION 3. Honorary or Emeritus Member

    The title of Honorary or Emeritus member may he conferred for life upon a member with the unanimous approval of the Executive Board. Such title shall carry with it none of the obligations of the organization but shall entitle the holder to all member privileges.

  4. SECTION 4. Dues Year

    Dues are payable on a calendar year basis. Notices shall be sent in January of each year. Dues paid by new members joining after the first of October shall be applied to the following year.

  5. SECTION 5. Amounts of Dues

    Dues may be increased or decreased from time to time by the Executive Board as it deems necessary or desirable to the best interests of the Society.

  6. SECTION 6 Delinquent Member

    Any member who is delinquent in dues for two years shall be dropped from the Society’s membership after being informed that unless dues are paid, the membership will be dropped.

  7. SECTION 7. Expulsion

    Any member, including Officers, Directors and Committee Chairpersons may be suspended or expelled by a two-thirds vote of the entire membership of the Executive Board for any act or conduct which the Board deems injurious to the interests or hostile to the objectives of the Society. A representative of the Executive Board will give one month’s previous notice in writing to the member, together with a copy of the charges and the opportunity of a hearing before the Executive Board if the member desires.

Article IV. Meetings

  1. SECTION 1. General Membership Meetings

    Shall be as many meetings of the members of the Society as the Executive Board may deem desirable and necessary to fulfill the purposes of the Society, but there shall be at least one meeting of the general membership of the Society each year, which shall be known as the “Annual Meeting” and shall be held during the month of April on a date to be fixed by the Executive Board. Notice of the time and place of all General Membership Meetings shall be mailed to all members and given in a newspaper of general circulation in the Township/Borough at least one week prior to the date of the meeting.

  2. SECTION 2. Executive Board Meetings

    Shall be called by the President pursuant to the provisions of Article VII, Section 2, and held a minimum of two times per calendar year. Only elected Officers and Directors are entitled to vote.

  3. SECTION 3. Annual Meeting

    Shall be for the purpose of electing Directors and Officers, as prescribed in Article V, receiving reports of Officers and Committees, and for any other business that may arise. Nominations shall be accepted from the floor during the meeting before the election.

  4. SECTION 4. Quorums

    Ten members present at any General Membership Meeting of the Society shall constitute a quorum. At any meeting of the Executive Board, a majority of the number of the Executive Board shall constitute a quorum. If a meeting called pursuant to Article IV, Section 5, or pursuant to Article VII, Section 3 is adjourned due to lack of a quorum, the President, (or, in the absence of the President, the presiding officer) may announce orally at the meeting the date of the reconvened meeting without the requirement of additional written notice of the next special meeting. Once a quorum is present for any meeting, departure of members prior to formal adjournment shall not cause a quorum to fail. With regard to General Membership Meetings and Executive Board Meetings, except as noted elsewhere in these By-Laws, any matter put to a vote shall be deemed to pass if approved by a majority of those present. No proxies for those absent shall be permitted.

  5. SECTION 5. Special Meetings

    The President, or six members of the Executive Board may, or upon the written request of ten members of the Society, shall, call a special meeting of the General Membership of the Society. The written request for and any notice of special meetings shall state the purpose for which the special meeting is called. During the special meeting only the written purpose shall be discussed. Notice of any special meeting shall be mailed to all Society members at least five days prior to the special meeting.

Article V. Officers and Directors

  1. SECTION 1. Officers

    The Officers shall consist of a President, Vice President, Immediate Past President, Corresponding Secretary, Recording Secretary, and Treasurer. These Officers shall perform the duties prescribed by these By-Laws, by the Executive Board and by the parliamentary authority adopted by the Society. No Officer or Director shall hold more than one office at any one time.

  2. SECTION 2. Election of Officers

    All Officers shall be elected to serve for two years, or until their successors are elected. Their term of office shall begin at the close of the Annual Meeting at which they are elected. It is suggested that Officers be limited to three 2-year terms, unless circumstances necessitate continuance of the Officer for the benefit of the Society.

  3. SECTION 3. Election of Directors

    There are nine Directors. Three Directors shall be nominated by the Nominating Committee each year to serve a term of three years. It is suggested that Directors be limited to two 3-year terms, unless circumstances necessitate continuance of the Director for the benefit of the Society.

  4. SECTION 4. Missed Meetings

    Any member of the Executive Board who misses three consecutive Executive Board Meetings without notifying the President or Secretary prior to each meeting as to the reason for the absence, shall be subject to removal by a two-thirds vote of the Executive Board members. Prior to the vote the member shall be notified by the President and given the opportunity to explain his/her reason for the absences.

  5. SECTION 5. Vacancies

    In case of a vacancy in the office of any of the Directors or Officers, except the President, the remaining Directors and Officers shall appoint a member to fill the vacancy until the next election. However, in case of a vacancy in the office of the President, the Vice President shall fill the vacancy. If the Vice President is unwilling or unable to fill the Presidency, the Executive Board shall appoint one of its members to fill the office for the unexpired term.

Article VI. Duties of Officers

  1. SECTION 1. President

    Shall preside over all meetings of the Society; shall prepare a written agenda for the Executive Board meetings to be distributed prior to the beginning of the meeting; shall appoint committee chairpersons; shall represent the Society publicly; shall be an ex-officio member of all committees and shall perform the functions usually attributed to this office.

  2. SECTION 2. Vice President

    Shall be an ex-officio member of all committees; and shall perform the duties of the President should the President be absent or unable to perform. In absence of both the President and Vice President, a majority of those present at an Executive Board meeting shall choose a Chairperson pro tem to preside at said meeting.

  3. SECTION 3. Immediate Past President

    Shall be an ex-officio member of all committees and assist the President as requested.

  4. SECTION 4. Corresponding Secretary

    Shall obtain a current mailing list from the Membership Chairperson in order to mail information to members; send meeting announcements to Executive Board members; write letters of condolence to spouses/family members of deceased members of the Society; and write other letters as requested by the President.

  5. SECTION 5. Recording Secretary

    Shall be present at all meetings, keep full and complete minutes, keep a record of attendance at Executive Board meetings, and perform the other usual duties of the Recording Secretary.

  6. SECTION 6. Treasurer

    Shall collect all fees, dues and other monies payable to the Society. The Treasurer shall deposit all fees and dues to the credit of the Society in such depositories or banks as the Executive Board shall designate. The Treasurer shall pay all the bills of the Society, which are submitted in writing; shall expend such funds as directed by the Executive Board; shall keep true and correctly itemized account of all monies so collected and disbursed, which shall be reviewed annually. The Treasurer shall prepare and distribute financial statements for each meeting of the Executive Board and for the Annual Meeting. The Treasurer shall he a member of the Budget Committee. Any checks written by the Society above $250 must have two of three Officers’ signatures, namely the President, Vice President or Treasurer.

Article VII. The Executive Board

  1. SECTION 1.

    The Directors, Officers, and non-voting Committee Chairpersons of the Society shall constitute the Executive Board.

  2. SECTION 2.

    The Executive Board shall have general supervision of the affairs of the Society. It is subject to the rules of past practice and these By-Laws. Executive Board meetings are called by the President or upon request of three Executive Board members, who will state in writing to all Executive Board members at least three days prior to the meeting why they wish a meeting. All decisions shall be by majority vote except as noted elsewhere in these By-Laws. Executive Board meetings shall be held a minimum of twice a year. Notice shall be given at least three days in advance to all Executive Board members and may be by telephone or by any other reasonable means.

  3. SECTION 3.

    Agenda at Executive Board Meetings shall be: 1. Call to Order 2. Pledge of Allegiance to the Flag 3. Additions/Corrections to the Minutes 4. Treasurer’s Report 5. Report(s) from the Officers 6. Reports from Committee Chairpersons 7. Unfinished Business 8. New Business 9. Announcements 10. Adjournment

Article VIII. Committees

  1. SECTION 1.

    At the Annual Meeting or within a reasonable time thereafter, the President shall appoint the following committee chairpersons: Budget, Education, Financial Review, Library, Membership, Nominating, Program, Publications, Public Relations, and Strategic Planning.

  2. SECTION 2. Budget Committee

    An ad hoc Committee of at least two members shall be appointed by the President after the first of January to prepare the annual budget, which shall be presented in writing at the Annual Meeting. The Treasurer shall be a member of this committee.

  3. SECTION 3. Education Committee

    A standing Committee which plans, prepares and coordinates presentations and events for schools, service clubs, civic associations and similar groups. The Education Committee shall share information with the Program and Publications Committees.

  4. SECTION 4. Financial Review Committee

    An ad hoc Committee of at least two shall be appointed by the President at the last meeting prior to the Annual Meeting for the purposes of reviewing the Treasurer’s accounts and submitting a written report to the Annual Meeting.

  5. SECTION 5. Library Committee

    A standing Committee to catalogue, maintain, and conserve the books, manuscripts, printed matter and electronic media of all the collections of the Society. It shall record information and send acknowledgment to donors of gifts to the Library.

  6. SECTION 6. Membership Committee

    A standing Committee to keep an accurate record of members; send dues notices; inform delinquent members of their status; supply accurate membership lists to the President and Corresponding Secretary, and maintain an active program with assistance from the Strategic Planning Committee to increase membership.

  7. SECTION 7. Nominating Committee

    An ad hoc Committee of three (including the Immediate Past President) shall be appointed by the President at the last meeting prior to the Annual Meeting. This committee shall nominate candidates for offices to be voted upon at the Annual Meeting in the odd years and for three Directors each year. If possible, nominees for President and Vice President should be chosen from present or past Directors/Committee Chairpersons. The list of nominees shall be sent to the General Membership at least two weeks prior to the Annual Meeting.

  8. SECTION 8. Program Committee

    A standing Committee to arrange for speakers, trips, walking tours, and similar activities and provide refreshments. The Program Committee shall share program information with the Publications and Public Relations Committees.

  9. SECTION 9. Publications Committee

    A standing Committee to oversee the printing, publication and distribution of books, newsletters, pamphlets, and other information by and about the Society. The Publications Committee shall interact with the Program Committee.

  10. SECTION 10. Public Relations Committee

    A standing Committee to oversee publicity related to the Society such as press releases, especially assisting the Program Committee and the Publications Committee.

  11. SECTION 11. Strategic Planning Committee

    A standing Committee to formulate business and financial plans for the Society; to raise revenue through applications for grants; to develop plans to increase membership; and to engage in activities consistent with the development of the Society’s mission.

Article IX. Dissolution

In the event of the dissolution of this Society, all of the funds (after the payment of debts), property, and historical collections shall go to and vest to an IRS Code 501(c)(3) tax-exempt organization such as the Lower Merion Library System or similar organization with a comparable mission selected by the remaining members of the Board of Directors.

Article X. Parliamentary Authority

The rules contained in Robert’s Rules of Order, Newly Revised shall govern this Society in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

Article XI. Amendments to By-Laws

Authority to amend these By-Laws, as the Executive Board may from time to time deem appropriate, is hereby vested in the Executive Board, subject to the power of the members of the Society to change such action if they so desire. An amendment shall not be adopted by the Executive Board unless by a majority vote (being a majority of all voting members of the Executive Board at the time of such vote, not merely a majority of those present at a meeting) at two consecutive meetings of the Executive Board. Notice of the adoption of any amendment to the By-Laws by the Executive Board shall be in the next mailing to the general membership. If, within six months after the adoption of an amendment to these By-Laws, ten members of the general membership so request by written request to the President, the President shall, pursuant to the provisions of Article IV, Section 5, call and conduct a Special Meeting to allow the general membership to consider the amendment. The amendment, or any proposed revision thereto, shall be put to a vote and shall be deemed to pass if approved by a majority of those present. In the event that no alternative proposal shall achieve a majority, the amendment passed by the Executive Board shall be deemed to be enacted.

Adopted April 24, 1950
Revised December 1976
Revised April 1984
Revised February 1991
Revised February 1996
Revised April 2002
Revised October 2004

Legal Notice

The Lower Merion Historical Society (LMHS) website is provided by the LMHS for educational purposes in furtherance of LMHS’s non-profit and tax exempt status, and as a service to the community. LMHS makes no representations or warranties about the accuracy or suitability of this information for any purpose. Errors and omissions may occur. Therefore, LMHS disclaims any warranty, whether express or implied, as to any matter relating to this service and all information provided, including but not limited to the suitability or fitness for any particular purpose. In no event shall LMHS be liable for any indirect, special, incidental, or consequential damages arising out of any use or reliance of any information contained herein. Nor does LMHS assume any responsibility for failure or delay in updating or removing the information contained herein.

As an educational benefit pursuant to LMHS’s non profit and tax exempt status, LMHS has developed a list of online resources on the Web. The purpose of the resources is to provide visitors to the LMHS site with the ability to quickly and easily access desired information. Hyperlinks are provided as a browsing convenience and do not represent any endorsement or approval by LMHS. By providing links to other Websites, LMHS does not endorse or approve of the policies or practices of, or opinions expressed on, those sites; nor does LMHS make any representations or warranties with respect to the accuracy or suitability of any items or claims contained therein.

Although the site includes links providing direct access to other Internet sites, LMHS takes no responsibility for the content or information contained on other sites, and does not exert any editorial or other control over any other site.

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