Proposed Changes to Bylaws

AS REVISED, 20 AUGUST 2018 MEETING

     

THE BYLAWS OF

THE MISSION HISTORICAL   MUSEUM, INC.

Mission Statement

The Mission Historical   Museum tells the story of Mission and western Hidalgo County by collecting   and preserving objects and records of historical significance to the area,   and by providing related exhibitions, programs, and research opportunities   for area residents and visitors.

Bylaws

 

ARTICLE 1 – Membership and   Dues

Section   1.1. Membership in the Mission   Historical Museum (MHM)is open to persons who adhere and are committed to the   purpose and objectives of the MHM and who tender the necessary dues to become   a member.

Section   1.2. The Board of Directors (the MHM   Board) shall set the annual membership dues. These dues are payable on the anniversary date of each member.

Section   1.3. Classes and dues of membership   are to be determined by the Executive Committee and are subject to review on   a yearly basis.

Section   1.4. Membership contact information   shall not be released to anyone. 

 

ARTICLE II – Board of   Directors

 

Section   2.1. The MHM Board shall oversee the   affairs of the MHM and shall be the legislative body.

Section   2.2. Nine elected members shall   constitute the MHM Board.

Section   2.3. Upon election, each member shall   serve for a term of three (3) years. These terms are renewable, but no member   shall serve more than three (3) consecutive terms. Terms are renewed via   re-election at the end of each three (3) year term for a term limit of three   (3) consecutive three-year terms. No member shall serve more than three (3)   consecutive terms with the following exception: An initial appointment as a   member to serve the remainder of the year of a vacated office shall not count   toward the three (3) year consecutive term limit. 

Section   2.4. As member terms expire and   vacancies occur on the MHM Board, the Chair shall appoint, during the May   monthly Board meeting, a Nominating Committee consisting of a Chair plus two   (2) additional members of the MHM Board and one (1) general MHM member to   recommend individuals to fill MHM Board vacancies and three (3) year term   expirations. This committee shall   investigate the qualifications and availability of persons who might serve as   MHM Board members, and shall report its recommendations by letter to the   Chair. The Nominating Committee shall also consult with the Executive   Committee and the Museum Director who shall give consideration to Board   representation of various community interests and organizations. The slate of   candidates shall be presented at the July monthly meeting, and the election   shall be held during the October Annual Membership Meeting.

Section   2.5. MHM Board members shall be elected during the Annual Membership Meeting   by secret ballot only if more than one candidate per vacancy is recommended   for election. 

Section   2.6.  MHM Board membership requires   current museum membership, regular attendance at meetings and compliance with   the oath taken and the paperwork initially signed by each MHM Board Member   upon taking the oath.

Section 2.7. The MHM Board is to meet at least six   times annually, in the months of October (after the Annual Membership   Meeting), January, February, March, July, and September. Specific dates and   times of meetings shall be determined at the October MHM Board meeting.   However, at any meeting, alterations may be made in the scheduling of any   future meeting. Notice of special called meetings, or change in date or time   of a scheduled meeting, is to be provided to MHM Board members and the Museum   Director/CEO at least two weeks prior to the date of the affected meeting.

Section   2.8. Attendance at Board meetings is a   requirement. The Chair will call the roll at the beginning of the meeting,   and attendance will be noted at that time. Notification of reason for absence   shall be made to the Chair. A MHM Board member who is absent two (2) times   from the annual, monthly or special meetings within the year, without advance   notice and good cause (illness, accident, or work conflict) shall be removed   from the MHM Board and from any office held. At the meeting immediately   following the one in which the absence occurs, the MHM Board shall make the   decision whether an absence is excused or not. 

Section   2.9. In the event of a vacancy on the   MHM Board, a successor may be appointed by the Chair. The successor shall: a.   be ratified at the next MHM Board meeting and b. complete the remainder of   the year of the vacated office.

Section   2.10. MHM Board meetings shall be   conducted according to the latest revision of Robert’s Rules of Order, but it   shall be necessary in any event for a quorum to be present for the MHM Board   to act. A quorum for MHM Board meetings shall be a majority of those required   to be in attendance. 

Section   2.11. The MHM Board shall assume   oversight of the MHM through the direction of the Museum Director. It shall determine the policies of the   administration and operation of the MHM and shall provide oversight for   finances and responsibility for the ethical standards of the MHM.

Section   2.12. The fiscal year for the MHM   shall be that of the City of Mission, October 1 – September 30. The annual   budget, for the next fiscal year, for the MHM 501 (c) (3) non-profit   corporation must be presented to the MHM Board for approval no later than   September 30th. 

Section   2.13. The Chair, with MHM Board   approval, may from time to time appoint ex-officio members as desired. All   ex-officio appointments shall terminate at the following Annual Meeting of   the MHM Board, and no ex-officio members shall be entitled to vote, make   motions, or be counted for quorum.

Section   2.14. The Executive Committee, which   consists of the officers of the MHM Board, shall act on behalf of the MHM   Board between meetings and in the case of emergencies with such action to be   subject to the approval of the MHM Board.

 

ARTICLE III – Meetings

Section   3.1. The Annual Membership Meeting of   the MHM shall be held the third Saturday of October of each year. 

Section   3.2. The Chair may call a MHM Board   meeting at such times as deemed necessary; a simple majority of MHM Board   members constitute a quorum.

Section   3.3. Special meetings may be called   upon written request to the Chair from three (3) members of the MHM Board.

 

ARTICLE IV – Officers

Section   4.1. The MHM Board shall elect   officers annually from within their nine (9) member MHM Board during the   first MHM Board meeting held after the October Annual Membership Meeting. MHM   Board members elected to serve as officers shall serve in the elected   position for one (1) year. 

The   officer positions shall consist of a Chair, Vice Chair, Secretary, and Treasurer.

Section   4.2. Members of the MHM Board are   eligible to be elected as officers and may be re-elected to that office or   another office during his or her MHM Board membership term.

Section   4.3. Election of members to the MHM   Board held during the October Annual Membership Meeting shall be conducted   before election of officers. 

Section   4.4. MHM Board officers shall be   elected by secret ballot only if more than one candidate for each office is   recommended for election.

Section   4.5. Officers shall be installed during   the first MHM Board meeting held after the Annual Membership meeting, and   shall take office at that time.

 

ARTICLE V – Duties of   Officers

Section   5.1. CHAIR

A. Serves as the official representative and spokesperson of the   MHM in the absence of the Director of the Museum.

B. Presides at the Annual and monthly Board Meetings, Special   Meetings and other meetings of the MHM Board, and shall call the roll at the   beginning of each meeting in order to record attendance.

C. Shall appoint a Parliamentarian and standing and ad hoc   committees with MHM Board approval.

D. Serves as ex-officio member of all committees except the   Nominating Committee.

E. Shall co-sign all checks with the Treasurer for conducting MHM   Board business or shall establish a designee for that purpose.

F. Shall be responsible for installing elected officers at the   Annual membership Meeting. The Chair shall be installed by the Past Chair or   by a Special Guest.

G. Shall present a written report of activities at the Annual   Membership Meeting.

H. Shall order an audit of financial records at the end of each   fiscal year (September 30) which shall be due by end of November. Auditor shall be a Certified Public   Accountant.

I. Shall appoint a By-laws Committee as directed in Article IX.

Section   5.2. VICE CHAIR

A. Serves in the absence of the Chair and shall assume such   duties in the absence of the Chair. Shall assume the Chairmanship if the   Chair cannot complete his/her term. 

B. Shall present a written report of activities at the Annual   membership Meeting.

Section   5.3. SECRETARY

A. Shall keep the complete, dated and accurate minutes, including   attendance of MHM meetings in permanent form.

B. Shall keep the MHM Charter, Constitution, Bylaws, Mission   Statement, minutes of all meetings, Policies and Procedures, Treasurer’s   Reports and other related materials on file at the MHM.

C. Shall present a written report of activities at the Annual   membership Meeting.

Section   5.4. TREASURER

A. Shall, with the assistance of the Director/Chief Executive   Officer, keep accurate financial records in permanent form of 501(c)(3)   monies.

B. Shall keep such records on file in a locked file cabinet at   the MHM.

C. Shall provide a copy of all Treasurers’ Reports to the   Secretary.

D. Shall review deposits of all monies in the name of the Mission   Historical Museum, Inc., in a bank located in the City of Mission approved by   the MHM Board. 

E. Monies shall be paid by debit card or numbered checks; signed   by the Treasurer and the Chair or designee.

F. Shall serve on the Budget Committee. The Budget Committee consists of the   Chair, Vice Chair, and Treasurer. 

G. Shall balance financial records at the end of each fiscal   year. Shall have an audit done every three years and when the post of Museum   Director/CEO is vacated. The audit   shall be done by a Certified Public Accountant.

H. Tax return shall be prepared by a Certified Public Accountant.

I. Shall present a written report of activities at the Annual   membership Meeting.

 

ARTICLE VI – Standing   Committees

Section   6.1. The MHM Board shall appoint   members of the following standing committees as directed in Articles VII, IX,   and X: Nominating, Bylaws, and Budget.

Section   6.2. The Chair shall name the   committee chairs with the approval of the MHM Board.

Section   6.3. Each committee shall keep regular   minutes of their proceedings and present a written (and oral) report at the   Annual Meeting.

 

ARTICLE VII – Ad Hoc   Committees

Section   7.1. 

A. The Chair, with the consent of the MHM Board, shall have the   power to appoint ad hoc committees. 

B. An ad hoc committee shall exist for a specific project and   shall disband at the completion of the project.

C. The Chair of an ad hoc committee has no vote at a MHM Board   meeting as Chair of the ad hoc committee.

 

ARTICLE VIII – Nominating

Section 8.1. NOMINATING

A. At the Monthly Meeting in April the Chair, with the consent of   the MHM Board, will appoint the Chair of the Nominating Committee, plus two   (2) additional members of the MHM Board and one (1) general MHM member.

B. The Nominating Committee shall nominate at least one candidate   for each office.

The   Committee’s recommendations of nominees shall be presented at the July   meeting. Each of these nominees will   address the MHM Board for no more than five (5) minutes in support of his or   her candidacy at the October Annual Meeting, and the election will follow.

 

ARTICLE IX – Bylaws

Section   9.1. BYLAWS

A. The Bylaws Committee shall review and recommend updates to the   bylaws as needed.  

The   Chair shall appoint this Committee at the January monthly meeting following   the Annual Membership Meeting in October.

 

ARTICLE X -- Budget

Section   10.1. BUDGET

A.  The Budget Committee shall set an operating   budget for the coming fiscal year (Oct 1 to Sept 30).

B.  The Budget Committee shall work on fund   raising activities, with the approval of the MHM Board.

C.  The Budget Committee shall consist of the   Chair, Vice Chair, the Treasurer, and a non-Board museum member.

D. The Budget Committee shall   turn in a written report at the Annual Membership Meeting.

 

ARTICLE XI – Appointment   of Museum Director

  

Section   11.1. The Chair, with the consent of   the MHM Board, shall recommend to the Mission City Council the preferred   candidate for the position of Director of the MHM.

 

ARTICLE XII – Duties of   the Museum Director and Museum Employees

Section   12.1. MUSEUM DIRECTOR

A. Shall be in charge of MHM operations (as defined in job   description).

B. Shall be responsible for the museum’s administration and   activities, according to the policies established by the MHM Board.

C. Shall have the authority to employ and dismiss personnel in   accordance with policies and budgets approved by the MHM Board of Directors   and in accordance with City of Mission regulations.

D. Shall present a written report at the Annual Membership   Meeting and each monthly meeting on the conditions and activities of the MHM.

 

ARTICLE XIII – Financial   Matters

Section   13.1. No funds of the Mission   Historical Museum, Inc. shall be invested or expended without authorization   of the MHM Board.

Section   13.2. The fiscal year shall be October   1 – September 30. The financial   records shall be audited by a Certified Public Accountant before the last day   of November annually.

 

ARTICLE XIV – Amendments

Section   14.1. Alterations, amendments or   repeals of these Bylaws may be made at any Annual Membership Meeting by a   two-thirds (2/3) vote of the members present.

Section   14.2. The Chair shall appoint the Bylaws   Committee to review the bylaws at the next meeting following his or her   installation. 

Section   14.3 MHM Board members shall be provided copies of the proposed amendments   thirty (30) days prior to the meeting at which the vote is taken.

 

ARTICLE XV – Annual   Reports

Section   15.1. Each officer and chair of a   standing committee or ad hoc committee shall present a copy of his or her   written report of activities to the Chair prior to the Annual Membership   Meeting, and shall present said report to the MHM general membership.

 

ARTICLE XVI – Amendment of   Bylaws

Section   16.1 These Bylaws may be amended by a   two-thirds (2/3) majority vote of the members present at any membership   meeting, provided notice of the meeting was given thirty (30) days in  advance.