GASCONADE COUNTY HISTORICAL SOCIETY

FOUNDATION

BY-LAWS

ARTICLE I. Description

  1. DEFINITIONS. The Gasconade County Historical Society Foundation may hereinafter be referred to as the Foundation. The Gasconade County Historical Society may hereinafter be referred to as the Society.

  1. PURPOSE. The purpose for which the Foundation is established is to provide a financial vehicle to ensure or help ensure the future of the Society by establishing a permanent fund from which income can be generated to assist in meeting the expenses of the Society.

  1. FUNDING. The Foundation shall be funded by life memberships; donor designated contributions, donations or bequests; undesignated memorial donations; specific Foundation fundraising projects; and any other funds judged by the Society’s Board of Directors to be available for additions to the Foundation.

  1. DURATION. The duration of the Foundation shall be perpetual, subject to termination only:

    1. in the event the Society ceases to exist, or

    2. a three-fourths majority of the Society Board of Directors votes to terminate the Foundation.

ARTICLE II. Board of Trustees

  1. The governing body of the Foundation shall be called the Board of Trustees (which may hereinafter be referred to as the Trustees). The Trustees shall be responsible for managing the Foundation within the specifics of this document and the general directions of the Society’s Board of Directors (which may hereinafter be referred to as the Directors).

  2. The Board of Trustees shall consist of three (3) to twelve (12) members.

  3. No more than one-third of the Foundation Trustees may be concurrently serving on the Society Board of Directors.

  4. The original Board of Trustees shall consist of three (3) members to be appointed by the Society’s Board of Directors.

  5. Future candidates to the Board of Trustees shall be nominated by the Trustees with approval resting in a majority vote of the Society’s Board of Directors.

  6. Future increases in the size of the Board of Trustees may be recommended by the Trustees with approval of the individuals nominated to fill the additional positions resting in a majority vote of the Society’s Board of Directors.

  7. Each member of the Board of Trustees shall be a member of the Gasconade County Historical Society.

  8. Trustees shall serve a term of three years with the exception of members of the first Board of Trustees, one third of whom shall serve a term of one year, one third of whom shall serve a term of two years, and one third of whom shall serve a term of three years. This is to provide for continuity of experience and knowledge on the Board of Trustees.

  9. Terms of future additions to the Board of Trustees may be adjusted to one, two or three years so that one-third of the trustees’ terms expires each year.

  10. Board members shall be limited to three consecutive terms regardless of the length of the first term. A partial term, such as completion of a term for a Board vacancy, shall be considered a full term. Re-election to the Board of Trustees will be allowed after a minimum one-year absence from the Board of Trustees.

  11. The President of the Society Board of Directors shall be an ex-officio member of the Board of Trustees but shall not be eligible to vote on any motions, except to break a tie vote.

  12. No Trustee shall be personally liable neither for any unsatisfactory performance of the Foundation investments nor for any unintentional failure to comply with Foundation guidelines.

ARTICLE III. Officers

  1. The officers of the Board of Trustees shall consist of a Chairman, a Secretary and a Treasurer.

  2. One Trustee may hold more than one office.

  3. The Chairman shall preside at all meetings.

  4. The Secretary shall be responsible for making and maintaining a written record of the meetings and significant activities of the Trustees.

  5. The Treasurer shall be responsible for reporting on all financial matters of the Foundation as directed by the Trustees and Society Board of Directors.

  6. Until such time as the Trustees feel it is appropriate to do so themselves, the actual investment and keeping of Foundation financial records shall be by the Treasurer of the Society, who shall follow the directions of the Foundation Trustees.

  7. Officers of the Foundation shall be elected each year.

ARTICLE IV. Meetings

  1. The Trustees shall meet a minimum of once each calendar year at which time they shall elect officers.

  2. The Trustees may meet as often as they deem necessary.

ARTICLE V. Quorum

  1. A majority of the members of the Board of Trustees shall constitute a quorum.

  2. The President of the Society, serving as an ex-officio member, shall not be counted in determination of a quorum.

ARTICLE VI. Activity Directions

  1. GENERAL. The Foundation shall not incur indebtedness or engage in any activity other than those that serve to enhance the financial soundness and future of the Society.

  2. INVESTMENT AUTHORITY. The specific investments made shall be determined and monitored as necessary by the Foundation Board of Trustees. Investments made shall be reported as directed to the Society’s Board of Directors, with a complete report in writing made at least annually.

  3. INVESTMENT COMMITTEE. The Trustees may elect to appoint a separate Investment Committee whose responsibility would be to evaluate investments and make investment recommendations to the Trustees.

  4. INVESTMENT OBJECTIVES. The primary objectives of the Foundation investment program shall be:

    1. Preservation of capital.

    2. Generation of income (interest, dividends and realized capital gains) to fulfill the purposes of the Gasconade County Historical Society.

    3. No encroachment upon the contributed and donor-designated corpus or principal sums in the Foundation.

    4. Capital appreciation but only as a secondary objective to A, B and C above.

    5. Within the context of Sections 4 and 5 in this ARTICLE, market value fluctuations shall not be considered encroachment upon the contributed corpus or principal.

  5. PERMITTED INVESTMENTS.

    1. Accounts, including certificates of deposit, in financial institutions insured by the FDIC.

    2. Fixed Income Securities, including mutual funds and publicly traded corporate or government issued bonds or debt instruments. Any such investments shall be in accord with the investment objectives herein stated and any single issue shall not exceed 10% of the fixed income portfolio at market value.

    3. Equity investments, including mutual funds and common stocks publicly traded on U.S. exchanges, NASDAQ listed stocks and securities convertible into such stocks. Equity investments shall be in accord with the investment objectives herein stated and any single issue shall not exceed 10% of the equity portfolio at market value.

  1. PROHIBITED TRANSACTIONS. The following investment activities are prohibited:

    1. Margin purchases.

    2. Private placements or other restricted securities.

    3. Commodities.

    4. Foreign issues, unless traded on U.S. exchanges or markets.

  2. USE OF FUNDS. Income generated may be used for any needs of the Society judged essential to fulfilling the Society’s mission and as approved and requested by the Society Board of Directors.

  3. AUTHORITY TO USE FUNDS. The income, as defined above, may be used for any of the Society’s annually budgeted cash outlay items, such budget to be approved by the Society’s Board of Directors.

ARTICLE VII. Termination of Foundation

  1. If termination of this Foundation is due to dissolution of the Gasconade County Historical Society, all funds remaining in this Foundation will be used to first pay any debts of the Gasconade County Historical Society with any then remaining funds to be distributed according to the terms of the Society’s dissolution clause then in effect.

  2. If termination of this Foundation is not due to the dissolution of the Gasconade County Historical Society, then all funds remaining in this Foundation will be turned over to the Society.

ARTICLE VIII. Approval and Amendments

  1. Initial approval of this document requires a three-fourths majority vote by the Society’s Board of Directors.

  2. Any amendment to this document will require a three-fourths majority vote by the Society’s Board of Directors.

  3. The Foundation Board of Trustees may submit suggested changes to this document to the Society’s Board of Directors. 

Approved: 1)  Original By-Laws 4/14/2009

                  2)  Amendment – addition of Article VI, No. 4, Section E 12/1/2009

 

 

Printed: 1/13/2010