ASSOCIATION OF KING COUNTY HISTORICAL ORGANIZATIONS
ARTICLE I: NAME
The name of this corporation shall be the Association of King County Historical Organizations (AKCHO).
ARTICLE II: NOT-FOR-PROFIT
The Association of King County Historical Organizations is a corporation as defined in Chapter 24.03.005, Revised Code of Washington.
ARTICLE III: PURPOSE
- The purpose for which said corporation is formed shall be
- To coordinate local historical organizations for mutual assistance,
- To facilitate obtaining funds and grants for historical purposes,
- To establish and promote minimum standards for the organization and operation of historical organizations.
- Nothing herein shall authorize this corporation, directly or indirectly, to engage in or include among its purposes any of the activities prohibited by Chapter 24.03, Revised Code of Washington.
ARTICLE IV: DURATION
The period during which this corporation is to continue as a corporation is perpetual.
ARTICLE V: ADDRESS
The principal area to be served by this corporation shall conform to the official boundaries of the County of King, State of Washington. The post office address of its principal office is P.O. Box 3257, Seattle, WA 98114.
ARTICLE VI: MEMBERSHIP
- The membership of this corporation shall consist of any organizations and individuals who have paid annual dues.
- There shall be two (2) categories of membership: Organizational and Individual. Organizations in good standing, through duly appointed representatives, shall each have one vote to cast in matters presented for membership approval. Individual members in good standing shall each have one vote.
- Annual dues shall be determined and approved by the membership.
ARTICLE VII: MEETINGS
- The membership will meet on the last Tuesday of each month, except for July and December, when there will be no meeting. A date other than the last Tuesday may occasionally be substituted.
- Board of Trustees meetings will be held monthly for the purpose of managing the business and assets of the corporation. The August meeting may be canceled if approved by vote of the board in advance of the meeting. All meetings of the Board of Trustees shall be open to the general membership. A quorum constitutes one more than half of the Trustees.
- At any meeting of the membership of the corporation, a simple majority of duly appointed representatives, or alternates, of member organizations and individual members present and in person, shall constitute a quorum for voting purposes. Each eligible member so present shall be entitled to one vote. No voting by proxy shall be allowed.
ARTICLE VIII: MANAGEMENT
- The business and assets of the corporation shall be managed by the Board of Trustees.
- The Board of Trustees shall manage the business and assets of the corporation according to policies and procedures passed by a majority of voting members at monthly membership meetings.
- The Board of Trustees shall be specifically empowered to act for the corporation in all lawful matters.
- The president of the corporation shall report on the proceedings and actions taken by the Board of Trustees at the subsequent membership meeting.
- The corporation’s Board of Trustees shall consist of twelve (12) trustees who are representatives of AKCHO member organizations in good standing, or who are individual members of AKCHO in good standing. Each year, trustees shall be elected at the January general membership meeting in sufficient number to complete the board. Trustees shall serve three (3) year terms, and, in the event of vacancies, unexpired terms shall be immediately filled by a vote of the board. The immediate Past President may serve as an ex-officio member of the Board of Trustees, if his/her term has expired, for the period of one year.
- Trustee terms begin immediately following their election, and end three years after their election, upon the election of new trustees at the January general membership meeting.
- Members of the Board of Trustees shall receive no compensation for their services to the corporation, but shall be reimbursed for such reasonable expenses as they may necessarily incur in the pursuance of the business of the corporation.
ARTICLE IX: NOMINATION OF TRUSTEES
- The entire board shall function as a permanent standing Nominating Committee.
- The number of open trustee positions for the coming year shall be announced at the October membership meeting.
- At the October and/or November membership meetings, nominations for any trustee position may be made from the floor by any voting member. Requests for nomination of trustees shall be made in the Heritage Advisor, and any voting member may make a nomination by email or phone.
ARTICLE X: POWERS AND DUTIES OF BOARD OF TRUSTEES
Subject to any limitations in the Articles of Incorporation, these Bylaws and the laws of the State of Washington, all business affairs of the corporation shall be controlled and conducted by the Board of Trustees.
ARTICLE XI: ELECTION OF EXECUTIVE OFFICERS
- The president, vice president, treasurer and secretary shall be elected by the trustees from among the board at the February board meeting following the election of new trustees in January, and shall serve for a term of one year. A trustee serving part of his/her three year term as an officer shall retain and complete his/her trustee term in the rotation of trustees. He/she may move from an officer to a non-officer position in order to finish the trustee term.
- Nothing herein shall prevent any elected officer or trustee from running for re-election or subsequent election to any other office for which he/she would otherwise be qualified.
ARTICLE XII: POWERS AND DUTIES OF EXECUTIVE OFFICERS
- The president shall act as chair at all meetings of the membership and all meetings of the Board of Trustees; execute all instruments (such as letters or contracts) on behalf of the Board of Trustees; call such meetings of the membership as shall be deemed necessary beyond those regularly scheduled for each month; appoint committee chairs; conduct voting on time-sensitive issues by phone or email as needed; and perform other duties usually inherent in such office.
- The vice-president shall act for the president in the president’s absence and perform such other duties as the president may direct; including carrying out all obligations incurred by the corporation upon authorization of the Board of Trustees and/or the membership.
- In emergency situations, obligations may be authorized by the president and reported at subsequent Board of Trustees meetings.
- The secretary shall issue all notices and shall attend and keep minutes of all meetings; shall have charge of all corporate books, records and papers; and shall perform such other duties as are incidental to the office, or as may be required by the president. The secretary shall also take charge of the correspondence of the organization; keep a correct list of members and their addresses, or designate a board member to do so; and shall notify members of their election. The office of secretary may, by vote of the board, be split into two offices: Recording Secretary and Corresponding Secretary.
- The treasurer shall receive and be accountable for all funds belonging to the corporation; maintain bank accounts and depositories designated by the Board of Trustees; render periodic financial reports at each Board of Trustees meeting; and maintain a list of all voting members.
- The trustees shall serve as a standing Financial Policy Advisory Committee; and shall be included on the Budget Committee.
ARTICLE XIII: FINANCES
An annual internal audit of the corporation’s accounts shall be made under the authority of the Board of Trustees after the close of the fiscal year. This audit must be completed no more than one year from the close of the previous fiscal year.
ARTICLE XIV: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order, Newly Revised, shall govern the Association in all cases to which they are applicable and which do not conflict with these bylaws or any special rules of order which the Association may adopt.
ARTICLE XV: AMENDMENTS
The Articles of Incorporation and the Bylaws of the Association can be amended at any membership meeting by a two-thirds vote of those members in good standing present, provided that the amendment has been submitted at the previous membership meeting.