Below are the Society By-Laws, dated Aug. 2019 that are in the process of being revised. At that time the Society was known as Heritage Battle Creek, and the fiscal year was from July 1 through June 30th. There will be more revisions as the Board goes through to ensure that these by-laws reflect the reality of how our Society functions, but the obvious changes are already reflected in red.
MISSION: To collect, preserve and share Battle Creek history.
VISION: A community united with its past & proudly celebrating its collective heritage.
The organization may solicit and receive gifts of historical materials and utilize them as may be determined by its programs of historical preservation and education. Items purchased or donated are considered the property of Historical Society of Battle Creek and may be exhibited, loaned, deaccessioned or sold at the discretion of the Board of Directors after giving consideration to the terms of acquisition.
Article III - ASSOCIATION
The Membership of Historical Society of Battle Creek shall be open to all persons who have an interest in the objectives of the organization and who maintain payment of annual dues as prescribed by the board of Historical Society of Battle Creek.
Section 2: Meetings
a. There shall be one regular meeting per year.
b. The annual meeting of the Historical Society of Battle Creek shall be in the month of September and the date will be established by the board. Special meetings may be held at the discretion of the Board of Directors or upon the written request of ten (10) Historical Society of Battle Creek members.
Section 3: Quorum
A quorum shall consist of a majority of members present. See Article V, Section 8.
Article IV - OFFICERS
Section 1: Personnel
The officers of Historical Society of Battle Creek shall be a President, Vice-President, Secretary and Treasurer, all of whom shall be elected by the membership.
Section 2: Nomination
The nominating committee shall present a slate of one candidate for each office. The slate shall be published in local newspapers at least two (2) weeks before the September meeting. Additional nominations may be made in writing by eight (8) members. They shall be received by the nomination committee at least one (1) week prior to the September meeting and shall be included with the nominating committee's slate. They shall be accompanied by an acceptance in writing by the nominee(s). This slate will then be presented at the annual meeting.
Section 3: Election
Officers shall be elected at the September meeting of the membership for a term of one (1) year beginning October 1st.
Section 4: Duties
The President, or any officer at the President's discretion, shall chair all board meetings, executive committee meetings and membership meetings. The President, with the sanction of the executive committee shall appoint committee chairpersons, and shall be a member ex-officio of all committees except the nomination committee, and shall perform the duties usually pertaining to the office.
The Vice-President shall fulfill all the duties of the President in the absence of the President and chair the Program Committee.
The Secretary shall keep the minutes of all meetings of the Board of Directors and perform those duties usually pertaining to the office.
The Treasurer shall be responsible for reviewing the funds of the organization and all other duties usually pertaining to the office, in particular monitoring budget items and working closely with the financial service to provide understandable and appropriate financial reports.
Section 5: Terms and duration
Article V - BOARD OF DIRECTORS
Section 1: Personnel
The Board of Directors shall consist of up to fifteen (15) regular directors. Liaison members from special interest groups may also be added as ex-officio members.
Section 2: Nomination
a. The Nomination committee shall present a ballot to the organization containing names of proposed officers.
b. The Nomination committee shall present a list of proposed Board members to fill empty Board positions at any scheduled board meetings.
Section 3: Election
Members of the Board of Directors shall be elected by a voice vote at the annual meeting. Membership in the Historical Society of Battle Creek is required.
Section 4: Duties and Powers
It shall be the duty of the Board of Directors to promote and manage the affairs of Historical Society of Battle Creek, giving reports of decisions and transactions to the membership through meetings or newsletters and provide appropriate fiscal control. Minimum expectations in attendance, volunteer hours and charitable giving.
Section 5: Vacancies
Vacancies in an elected office or Board term shall be filled by a Board action. Absences without good and sufficient reason communicated to the Board President from three (3) consecutive regular meetings of the Board shall constitute failure to act on the part of such Board member and the office may be declared vacant by the remaining directors.
Section 6: Meetings
The Board of Directors shall hold regular monthly meetings. Special meetings may be called by the President or at the request of any three (3) Board members. Such notice to be given three (3) days in advance.
Section 7: Executive Committee
An Executive committee composed of the President, Vice-President, Secretary and Treasurer shall be empowered to conduct routine business between regular board meetings. The Executive committee shall furnish full report of its actions at the next Board meeting and such actions shall be subject to ratification, modification or rejection by the Board of Directors.
Section 8: Quorum and Voting
All Directors shall be entitled to one vote. At any regular, special or closed meeting of the Board, one half (1/2) of the directors shall constitute a quorum for the transaction. See Article III, Section 3.
Section 9: Subcommittees
For the purpose of special projects (e.g. fund-raiser) one or more Board members may convene a subcommittee of non-Board members and interested persons to complete said project.
Section 10: Indemnification of Board Members and Officers
The Historical Society of Battle Creek shall indemnify and hole harmless each director or officer and their legal representative against all claims, liabilities, costs and expenses imposed upon or reasonably incurred by them in connection with any action, suit or proceeding of the settlement or compromise thereof (other than amounts paid to the corporation itself), in which action, suit or proceeding they may be involved by reason of their being or having been a director or an officer of the corporation, or at the request of the corporation, or another corporation in which the corporation owns shares of capital stock or of which it is a creditor; provided however, that no indemnification shall be made in relation to matters as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have been willfully negligent in the performance of their duties as such director or officer or to have engaged in willful misconduct in connection therein.
Section 11: Terms and duration
Article VI - COMMITTEES
Section 1: Standing Committees
The President shall appoint the following standing committees:
Executive: see Article V, Section 7.
Nominating: see Article IV, Section 2 and Article V, Section 2.
Publicity and Public Relations
Education and Programming
The President may appoint such special committees and advisors as are needed and may assign to them such responsibilities as they think best.
Article VII - Financial Arrangements
Section 1: Fiscal Year
The fiscal year shall be from September 1 through August 31.
Section 2: Endowment Fund
This organization shall have monies in an endowment fund, administered by Battle Creek Community Foundation, which is for the purpose of the perpetuation of Historical Society of Battle Creek. The earnings from this fund shall be used for the upkeep of properties, buildings, and ongoing programs of Historical Society of Battle Creek; they may also be used for financing the business of Historical Society of Battle Creek. The principal of any endowment fund should be preserved. Any exception should be undertaken with extreme caution and only by unanimous vote of the Board. Endowment monies are accrued in the following ways:
C. Memorial or Honorary Gifts
D. Gifts of money transferred from the Historical Society of Battle Creek treasury. There may be endowments established for projects of special interest to the organization. Earnings from all endowment funds shall be administered by the Historical Society of Battle Creek.
Section 3: Fiscal Control
Organizationally Historical Society of Battle Creek may from time to time oversee a number of developmental type activities, such as: the Kimball House, committees for future site development, etc. Historical Society of Battle Creek should, via its Board, provide for appropriate fiscal control of Historical Society of Battle Creek funds. The financial statements of the organization shall be audited on an annual basis by an outside accounting firm.
Article VII - Additional sections