HCHS By-Laws

BYLAWS OF

Historic Carter House Society Inc.

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Historic Carter House Society Inc., sometimes referred to as Sycamore Society, shall be a nonprofit organization incorporated under the laws of the State of Louisiana.

Section 2 — Purpose: The purpose of the Historic Carter House Society Inc. is to foster appreciation of Carter Plantation’s unique history; to carry out historical research, preservation of the Carter House and Carter Plantation, education; and to provide the public with meaningful heritage experiences.

  • Offer programs and exhibits which present the social, economic, cultural and environmental activities that made up the daily life of the Plantation.
  • Preserve the Carter Plantation home.
  • Preserve and document the history of Carter Plantation
  • Carry out historical research about Carter Plantation and the Carter House especially relating to plantation life.

ARTICLE II — MEMBERSHIP

Section 1 — Eligibility for membership: Application for voting membership shall be open to any current resident, property owner, business operator, or citizen that supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board.

Section 2 — Annual dues: The amount required for annual dues shall be determined by the board and will include a single and family membership each year.  Continued membership is contingent upon being up-to-date on membership dues.

Section 3 — Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.

Section 4 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 5 — Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings: Regular meetings of the members shall be held annually, at a time and place designated by the chair.

Section 2 — Annual meetings:  An annual meeting of the members shall take place in the last quarter of each year, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3 — Special meetings: Special meetings may be called by the chair, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 — Notice of meetings: Printed notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.

Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum.

Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 7 — Inspection of Corporate Records: The membership ledger of duplicate ledger, the books of account and the minutes of proceeding of members and of board of directors shall be open to inspection upon written demand of a member, to the extent allowed by applicable law, at any reasonable time for purposes related to the interests of the corporation and its members. Such inspection may be made in person or by an agent or attorney and shall include the right to make abstracts.  Demand of inspection other than at a members meeting shall be made in written form to the president or secretary.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation: The board of directors has the complete management of the business of the corporation, and, subject to any restrictions imposed by law, the articles or these bylaws may exercise all the powers of the corporation to the fullest extent allowed by law.  The number of directors of this corporation shall be 5 members of the corporation, except that when there are fewer than 5 members there need be only as many directors as there are members. The board receives no compensation other than reasonable expenses.

Section 2 — Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.  All officers and employees elected or appointed by the Board of Directors or under its authority shall hold office at the pleasure of the board.

Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice, via email, at least two weeks in advance.

Section 4 — Board elections: The directors shall be elected by a simple majority of the members of the corporation at its annual meeting.  Provided, however, that the first Board of Directors shall be those as specified in the articles, and they shall serve until the first annual meeting of the corporation.

Section 5 — Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the corporations’ diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.

Section 6 — Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 — Officers and Duties: There shall be five officers of the board, consisting of a chair, vice-chair, secretary/treasurer and 2 directors.

Duties are as follows:

The chair shall preside at all meetings of the members.  He or she is the chief executive officer, with general management of the corporation’s business and power to make contracts in the ordinary course of business; shall see that all order and resolutions of the board are carried into effect and direct the other officers in the performance of their duties; has the power to execute all authorized instruments; and shall generally perform all acts incident to the office of chair, or which are authorized or required by law, or which are incumbent upon him or her under the provisions of the articles and these bylaws.

The vice-chair shall chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.  Except as otherwise determined by the directors, he or she has charge of the original membership books.  He or she shall perform such other duties as may be assigned by the directors or the chair.

The treasurer has custody of all funds, securities, evidences of indebtedness, and other valuable documents of the corporation. He or she shall receive and give, or cause to be given, receipts and acquaintances for moneys paid in on account of the corporation, and shall pay out of the funds on hand all just debts of the corporation when due. He or she shall enter, or cause to be entered in the books of the corporation to be kept for that purpose, full and accurate accounts of all moneys received and paid out on account of the corporation, and whenever required by the chair of directors, he or she shall render a statement of his or her accounts,  He or she shall keep or cause to be kept such books as will show a true record of the expenses, gains, losses, assets and liabilities of the corporation; and he of she shall perform all of the duties incident to the office of the treasurer, The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8 — Vacancies: The board of Directors may immediately fill any vacancies created on the board by a vote of a majority of the directors then holding office, and the directors so elected shall serve until such time as they are subject to re-election.

Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary.   A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 11 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member, via email, at least two weeks in advance.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

Section 2 — Executive Committee: The five board members serve as the members of the Executive Committee.

Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget.   Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year.  Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

ARTICLE VI — SALARIES

Section 1 — The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE VII — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

CERTIFICATION

BE IT KNOWN that on the 4th day of April, 2011 at Springfield, Louisiana, the undersigned Directors of this corporation, pursuant to the authority granted them by Article XII of the Articles of Incorporation, and by unanimous consent indicated by their signatures subscribed below, do herby make and adopt the above bylaws for the Historic Carter House Society Inc.