By-Laws

BY-LAWS (as amended on August 8, 2018)

 PEARL RIVER COUNTY HISTORICAL SOCIETY INC.

 

ARTICLE I: NAME: The name of the society shall be the Pearl River County Historical Society Inc. Its principal office shall be 900 Goodyear Blvd, Picayune, MS 39466

 

ARTICLE II: PURPOSE AND OBJECTIVES: The Corporation is organized to operate exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; to discover, preserve, and memorialize the history and architecture of Pearl River County; to uncover, purchase, commission or otherwise procure, publish and in any other way preserve manuscripts, artifacts and structures which shed light on the history of Pearl River County; to research, discover, procure, purchase restore and work to assure preservation of manuscripts, artifacts and structures that relate to the history of Pearl River County; to establish and maintain historic archives, buildings, land or exhibits owned or leased by the corporation; to hold meetings and other activities for the information of and instruction to members and the general public, to publish a quarterly newsletter; and to accept donations of money, real property or other property for the above purpose

 

ARTICLE III: MEMBERSHIP: The Corporation shall have the following classes of membership:

• Family membership ($25.00) shall be entitled to two votes.
• Student membership ($3.00) shall have no voting privileges but shall receive all other benefits of the corporation.
• Institutional Membership ($50.00) shall be granted to organizations and businesses that support the purpose and objectives of the corporation. Institutional members shall be entitled to one vote.
• Honorary membership shall be granted to those individuals who have provided significant contributions relating to the purpose and objectives of the corporation. This designation provides all benefits of the Society except voting privileges.  

     Membership shall be granted to individuals, families, students and institutions interested in supporting the purpose and objectives of the corporation that file application for membership and pay the required dues.   Membership dues shall be set by the Board of Directors and approved by the membership

 

ARTICLE IV: BOARD OF DIRECTORS: Management and control of the corporation shall be vested in the Board of Directors.  The Board shall consist of eight members as listed below.

• President: The President shall preside over all general and special meetings of the membership and shall assume executive responsibility of the corporation.
• Vice-president: The Vice-president shall assume the duties of the president in the absence of the president.
• Secretary: The Secretary shall keep the minutes of all meetings and be responsible for corresponding with the membership.
• Treasurer: The Treasurer shall have the custody of the corporate funds and securities, shall keep a full and accurate account of all receipts and disbursements and shall render an account and financial condition of the corporation at each meeting or as directed by the Board.
• Four additional Board members shall constitute a Board of eight

 

.ARTICLE V: MEETINGS 

  1) There shall be at least one monthly membership meeting at a specific time and place as determined by the Board.

 2) The Board shall meet on a quarterly basis or at the direction of the Chairman. A consensus of four board members may also invoke a meeting of the board.

3) All meetings require at least one week notification and shall be conducted under Roberts Rules of Order.

 

ARTICLE VI: ELECTIONS: Elections shall be held in December of each year. A nominating committee composed of an equal number of board members and regular members shall choose nominees for all vacated offices and present them to the members for vote. Nominations from the floor will be allowed. Officers and board members will be elected by a majority of members in attendance and shall assume their duties on January 1^st of the following year. Vacancies shall be filled by Board appointment until an election can be held.  In addition to the officers, four board members will be elected.

 

ARTICLE VII: TERMS OF OFFICE:

• The terms of the President, Vice-president, Secretary and Treasurer shall be for two
• The terms of the four remaining Board members shall be for two year terms.

 

      ARTICLE VIII: CONFLICT OF INTEREST: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II, hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

     ARTICLE IX: DISSALUTION: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

     ARTICLE X: AMENDMENTS:  Acceptance of, and amendments to these by-laws, that do not affect 501(c)(3) of the Internal Revenue Code, or Mississippi State Law, may be made with a 2/3 majority vote of members in attendance at any meeting scheduled for that purpose.

 

These By-Laws were presented to the membership and passed by 2/3 majority vote on August 8, 2018.

 

 

Juanita Gex, President                                                            Valerie Livengood, Secretary

 

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