The Tallahassee Historical Society Board of Directors proposes the adoption of the following revised bylaws to govern the Tallahassee Historical Society:

Art. I. Name.

Section 1. The name of this organization is the Tallahassee Historical Society, Inc., herein referred to as the Tallahassee Historical Society and/or THS.

Section 2. The Tallahassee Historical Society is a non-profit organization and shall be operated exclusively for educational purposes within the requirements of the purposes of Section 501(c)(3) of the Federal Internal Revenue Code or the corresponding section of any future Federal tax code.

Art. II. Mission Statement

Section 1. The Tallahassee Historical Society will endeavor:

a. To foster a comprehensive understanding and appreciation of Tallahassee’s and Leon County’s history and its surrounding area;
b. To educate the public as to the importance of local history and to advocate for the preservation of historical knowledge and facts, as well as its interpretation from diverse perspectives;
c. To stimulate and encourage the collection, preservation, interpretation, and remembrance of Tallahassee’s and Leon County’s history by working cooperatively with local colleges, universities, and schools; state and local governmental agencies; and other community organizations;
d. To facilitate conferences, publications, awards, educational programs, and related historical activities;
e. To cooperate with appropriate individuals, organizations, and institutions on the local, state, or national level on projects and activities that will promote and sustain a general interest in Tallahassee’s and Leon County’s history; and
f. To facilitate, aid, and/or assist in the placement of items of historical interest for the purpose of preserving and maintaining items of historical and educational value.

Art. III. Membership and Dues.

Section 1. The Tallahassee Historical Society is open to all interested persons.

Section 2. The Tallahassee Historical Society shall be composed of active members.

Section 3. Active members of the Tallahassee Historical Society are persons who have paid their current membership dues.

Section 4. Membership categories and the amount of dues shall be determined from time to time by the Board.

Section 5. Each membership is entitled to one vote at the annual business meeting, with the exception of multi-member and/or group memberships, which are allowed a maximum of two votes.

Art. IV. Board of Directors.

Section 1. Board members must be at least 21 years of age and shall consist of no more than nineteen (19) and no less than seven (7) members, including officers. Board members are volunteers receiving no compensation, other than reimbursement for reasonable expenses.

Section 2. The Board of Directors of the Tallahassee Historical Society, herein referred to as the “Board,” shall consist of the following officers:
a. President;
b. Vice-President;
c. Secretary;
d. Treasurer;
e. Immediate Past-President.

Section 3. In addition to the officers, the THS Board shall include members-at-large.

Section 4. The officers and members-at-large of the Board shall be elected at the annual business meeting of the Tallahassee Historical Society or by electronic mail. The results shall be determined by a majority of active members voting. The vote must be confirmed by the Board and shall be recorded in the official minutes of THS. All candidates for office must be active members.

Section 5. Any director may be removed by a two-thirds vote of all members of the Board. The notice of the meeting at which a vote is taken to remove a director will state that the purpose or one of the purposes of the meeting is the removal of a director or directors.

Section 6. A director may resign at any time by delivering written notice to the Board or the President. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 7. Terms of office for officers shall be for one year and two years for members-at-large. In the event of a resignation or vacancy, the Board may appoint another active member to fill that seat for the remainder of that term.

Art. V. Programs and Meetings.

Section 1. Scheduled programs of the Tallahassee Historical Society shall be held monthly beginning in October and ending in May of the following year, or at the call of the President or at the request of a majority of the Board pursuant to Art. V, Section 3.

Section 2. The time and place of the annual meeting of the active members of the Tallahassee Historical Society shall be held in the month of May, unless changed by a majority vote of the Board. Prior notice of the annual meeting shall be provided to all active members through print and/or electronic communication. Twenty-five active members present at the annual meeting shall constitute a quorum.

Section 3. The Board shall meet at the call of the President or the President’s designee, or at the call by a majority of the Board. A quorum of the Board shall consist of at least one officer and a majority of the members of the Board.

Section 4. Meetings of THS may be held by video conferencing or by telephone.

Art. VI. Duties of the Board of Directors.

Section 1. The President shall preside at all meetings; function as chair of the Board; call meetings of the Board; act as the chief spokesman for the THS on matters approved by the Board; and perform other duties customary for a president or as delegated by the Board.

Section 2. The Vice President shall assist the President, as needed; and shall assume the duties of President whenever the President is absent or otherwise unable to fulfill his or her duties. The Vice President shall also perform other duties as delegated by the Board.

Section 3. The Secretary shall record and keep minutes of the Tallahassee Historical Society and of the Board; issue official proclamations approved by the Board; and incorporate into the Bylaws any revisions approved by the membership.

Section 4. The Treasurer shall be the chief financial officer of the THS maintaining and recording all financial records in accordance with generally accepted accounting principles (GAAP). This officer shall receive and record all financial information, writing checks to vendors to be signed by the President, seeing that all state and federal tax returns and official documents are filed, and be responsible for balancing the monthly bank statements with deposit and expenditure information provided by officers, directors and committee chairs of THS. The Treasurer shall also provide the Board with a monthly financial statement and a treasurer’s report to the annual meeting of the membership and shall serve as chair of the Financial Committee responsible for preparing the THS annual budget.

Section 5. The Financial Secretary/Membership Coordinator shall be a member of the Board selected and appointed by the majority of the Board, and shall be responsible for receiving and depositing all dues and monetary donations, and other duties as prescribed from time to time by the Board.

Section 6. The Immediate Past-President shall serve in an advisory capacity to the President and to the Board, but also has the same rights and responsibilities as the Members-at-Large. The Immediate Past-President may be given special tasks or projects, as prescribed by the Board.

Section 7. The members-at-large function as full members of the Board and may represent the Board on committees; and may be given special tasks or projects, as prescribed by the Board.

Art. VII. Finances

Section 1. The President, subject to Board approval, will appoint a Finance Committee each year to develop a budget to be considered by the Board no later than May 30. The Treasurer shall be a member of the committee.

Art. VII. Committees.

Section 1. The President, with the approval of the Board, may appoint committees as needed.

Section 2. Each committee shall be composed of at least three active members, one of whom shall be a member of the Board. The President shall determine the term of office for each committee and shall appoint the chair subject to approval by the Board.

Section 3. Committee chairs shall report to the Board as needed or required.

Art. VIII. Historian.

Section 1. The Board shall appoint a THS Historian, who shall prepare a narrative account of the Tallahassee Historical Society’s activities; maintain its permanent history; and shall deposit meeting minutes and other official records of the Tallahassee Historical Society and the Board at the end of each year in the State Archives of the Florida Department of State in Tallahassee, Florida.

Art. IX. Governance and Records.

Section 1. Meetings of THS and the Board shall be conducted in accordance with Robert’s Rules of Order.

Section 2. The fiscal year of THS shall be from July 1st to June 30th.

Art. X. Amendments.

Section 1. Active members shall be notified of proposed amendments to the Bylaws by printed or electronic communication at least 30 days prior to a meeting or a time certain deadline for voting.

Section 2. Changes to the Bylaws must be approved by a majority of the active members of the Tallahassee Historical Society present at the annual meeting or approved by a vote conducted by electronic mail, which shall be approved by a majority of active members voting on or before the deadline as set by the Board. The vote shall be confirmed by the Board and recorded in the official minutes of THS.

Section 3. Further details regarding the functioning of the Board and THS shall be outlined in the Policies and Procedures Manual and are subject to Board approval. The Policies and Procedures Manual will be updated as needed or required and are not part of the Bylaws requiring a vote by the active membership.