Historical Society of Battle Creek
By-Laws of the Historical Society of Battle Creek
Article I - NAME
The name of this organization is the Historical Society of Battle Creek, hereinafter referred to as HSBC, doing business as Heritage Battle Creek.
Article II - PURPOSE
Section 1:
MISSION: To collect, preserve and share Battle Creek history.
VISION: A community united with its past & proudly celebrating its collective heritage.
Section 2:
HSBC 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 HSBC and may be exhibited, loaned, deaccessioned or sold at the discretion of the Board of Directors after giving consideration to the terms of acquisition.
Section 1:Membership
The Membership of HSBC shall be open to all persons who have an interest in the objectives of HSBC and who maintain payment of annual dues as prescribed by the board.
Section 2: Annual Meetings
a.  There shall be one annual meeting per year.
b.  The annual meeting of HSBC 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) HSBC members.
Section 3: Quorum
A quorum shall consist of a majority of members present.
Section 1: Personnel
The officers of HSBC shall be a President, Vice-President, Correspoonding Secretary, Recording Secretary and Treasurer, all of whom shall be elected by the membership at the annual meeting.
Section 2: Nomination
The nominating committee shall present a slate of one (1) candidate for each office.  The slate shall be published in local newspapers at least two (2) weeks before the annual 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 annual 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 annual meeting of the membership for a term of one (1) year beginning the first day of the following month.
Section 4: Duties
a.  President
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.
b.  Vice-President
The Vice-President shall fulfill all the duties of the President in the absence of the President and chair the Program Committee.
c.  Corresponding Secretary
The Corresponding Secretary shall be in charge of all correspondence and distribute necessary items to the appropriate recipients.
d.  Recording Secretary
The Recording Secretary shall keep the minutes of all meetings of the Board of Directors and perform those duties usually pertaining to the office.
e.  Treasurer
The Treasurer shall be responsible for reviewing the funds of the HSBC 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, including an annual audit.
Section 1: Personnel
The Board of Directors shall consist of up to fifteen (15) regular directors with full voting privileges.  Liaison members from special interest groups, may be added as ex-offico members at the discretion of the board.
Section 2: Nomination
a.  The Nomination committee shall present a ballot to HSBC containing names of proposed Board of Directors and officers at the annual meeting.
b.  The Nomination committee shall present a list of names of proposed Board members to fill empty Board positions at any scheduled board meeting.
Section 3: Election
Members of the Board of Directors shall be elected by a voice vote at the annual meeting.  Membership in HSBC is required for voting.
Section 4: Duties and Powers
a.  It shall be the duty of the Board of Directors to promote and manage the affairs of HSBC, giving reports of decisions and transactions to the membership through meetings or newsletters and provide appropriate fiscal control.
b.  As a working Board, members are epected to participate in activities and events of HSBC.
c.  Board Members are expected to provide annual financial support to the work of HSBC.
d.  All meetings of HSBC shal be conducted in accordance with Robert's Rules of Order newly Revised, latest edition, in all cases where such rules are applicable and are not inconsistent with the provisions of these ByLaws.
Section 5: Vacancies
a.  Vacancies in an elected office or Board term shall be filled by Board action. 
b.  Absences without reason communicated to the Recording Secretary from three (3) consecutive regular meetings of the Board within any twelve (12) month period 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 meetings at the discretion of the Board.  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, Corresponding Secretary, Recording Secretary and Treasurer shall be empowered to conduct 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
a.  Each Board member shall be entitled to one vote.  At any regular, special or closed meeting of the Board, one half (1/2) of the Board members shall constitute a quorum for the transaction.
b.  If emergency action by the Board is required between scheduled meetings, the President is authorized to solicit such action by e-mail vote, allowing forty-eight (48) hours for response, and such shall be majority votes and reported as official action by the President at the next regular meeting.
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
HSBC shall indemnify and hold 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 HSBC 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 HSBC, or at the request of HSBC, or another corporation in which HSBC 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.
The President may appoint such special committees and advisors as are needed and may assign to them such responsibilities that are in the best interests of HSBC, on approval of the Board.
Article VII - Financial Arrangements
Section 1: Fiscal Year
The fiscal year shall be from July 1 through June 30.
Section 2: Endowment Fund
HSBC shall have monies in an endowment fund, administered by Battle Creek Community Foundation, which is for the purpose of the perpetuation of HSBC.  The earnings from this fund shall be used for the upkeep of properties, buildings, and ongoing programs of HSBC; they may also be used for financing the business of HSBC.  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:
a.  Gifts
b.  Bequests
c.  Memorial or Honorary Gifts
d.  Gifts of money transferred from HSBC treasury.  There may be endowments established for projects of special interest to the organization.  Earnings from all endowment funds shall be administered by HSBC.
Section 3: Fiscal Control
Organizationally HSBC may from time to time oversee a number of developmental activities, such as: the Kimball House, committees for future site development, etc.  HSBC should, via its Board, provide for appropriate fiscal control of HSBC funds.
Article VIII - Amendments
These ByLaws may be amended or repealed, or new ByLaws may be adopted by majority vote of the Board.
Article IX - Government Guidelines
Section 1:  Legislative Action
 HSBC will in all cases folow current laws and regulationos of local, state and federal statutes in conducting the business, activities and events of HSBC.
Section 2:  Internal Revenue Service
HSBC is incorporated as a non-profit, charitable 501(c)(3) organization under the laws of the State of Michigan and the Internal Revenue Service and will abide ty their current rules and regulations.
Article X: Conflict of Interest
Board members, the Director, staff and Committee members shall at all times act in a  manner consistent with their fiduciary responsibilities to HSBC and shall exercise particular care that no detriment to HSBC results from conflicts between their interests and those of HSBC.  If an individual believes that he or she may have a conflict of interest, the individual shall promptly and fully disclose the conflict to the President of the Board or Board members, and unless otherwise permitted, shall refrain from participating in any way in the matter to which the conflict relates until the conflict question has been resolved.
Article XI: Dissolution of HSBC
In the unlikely event of the dissolution of HSBC, all funds, records and other assets of HSBC shall be transferred to a non-profit organization as determined by the officers and Board of Directors at that time.  None of these funds, records or assets shall benefit any individual member or members of HSBC.
Revised and Adopted September 18, 2022