Constitution and Bylaws

CONSTITUTION[1]

Article I. Name

The name of this organization, as set forth in its Articles of Incorporation, is The Arlington Historical Society, Inc.

Article II. Purposes

The Society is organized as a Virginia nonstock corporation for the purposes set forth in its Articles of Incorporation.

Article III. Objectives

The objectives of the Society are to preserve and promote interest in the history of Arlington County, Virginia.

Article IV. Membership

Categories of membership shall be specified in the Bylaws. Members in good standing shall have the right to vote.

Article V. Officers

The officers of the Society shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the members, and such other officers as the Board of Directors may appoint, including one or more other Vice Presidents, Assistant Secretaries and Assistant Treasurers. The President,[2] Vice President, Secretary and Treasurer shall serve for one year; and any such other officers shall serve for the term specified by the Board of Directors in appointing them.

Article VI. Board of Directors

1.  The Board of Directors shall consist of the elected officers, the Arlington Historical Museum Director if a volunteer, and no less than four or more than ten additional Directors elected by the members for terms of one year, the number to be established from time to time by resolution of the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent Director.

2.  The Board of Directors shall manage the affairs of the Society subject to the Articles of Incorporation, Constitution, and Bylaws.

Article VII. Amendments

Amendments to this Constitution may be proposed by a motion adopted by the Board of Directors, or by written motion filed with the Secretary by five (5) percent of the voting members of the Society. The Secretary shall notify the membership in writing of the proposed amendments and they may be adopted by a two-thirds vote of the members present at any regular meeting, provided that two weeks shall have elapsed since the sending of the notice.

Article VIII. Bylaws

The operation of the Society shall be governed by Bylaws which supplement this Constitution.

 BYLAWS

Article I. Membership

1. Membership shall be open to all persons interested in the objectives of the Society. The categories of membership shall be as follows:

  • Individual
  • Family
  • Sponsor
  • Donor
  • Life
  • Business/Organization[3]

2.  Membership dues and benefits shall be set by resolution of the Board of Directors from time to time.[4]

3.  Dues cover the period July 1 through June 30. Members failing to pay their dues by September 1 shall be dropped from the rolls one month after the mailing of a notice. Members joining or renewing on or after March 1 shall be considered to have paid their dues for the following year.

4.  Any person may, in recognition of achievement or for services rendered to the Society, be provided an honorary membership by vote of the Board of Directors. Honorary members may vote and shall be entitled to receive the benefits applicable to their category of membership, but shall not be required to pay dues.

Article II. Officers

1.  The officers of the society shall be those listed in Article V of the Constitution, above.

2.  Members of the Society shall elect the officers by ballot or voice vote at the annual meeting each year. The officers shall take office immediately, except that the Treasurer shall take office at the beginning of the fiscal year next succeeding the date of the annual meeting.

3.  In case a vacancy arises in any office except President, it may be filled for the unexpired term by action of the Board of Directors. If a vacancy occurs in the office of the President, the Vice President shall automatically advance and the office of Vice President shall be filled as herein provided.[5]

4.  Nominations for officers shall be made by the Nominating Committee hereinafter described, and additional nominations may be made from the floor, provided that prior permission has been obtained from the nominee.

Article III. Duties of Officers

1.  The President shall preside at all meetings of the Society and of the Board of Directors. In case the President is absent from a meeting, the Vice President shall assume his duties pro tem.[6]

2.  The Secretary shall keep the minutes of all meetings of the Society and of the Board of Directors, send notices of Board meetings, make a written report of the work of the Society for publication in the Arlington Historical Magazine, and perform other duties as may be prescribed by the Board of Directors.[7]

3.  The Treasurer shall be responsible for the collection and have custody of dues and of all subscriptions and donations of money, and shall keep an account of them. The Treasurer shall disburse the money of the Society for expenses in accordance with the approved budget of the Society. Officers and appointed officials shall be reimbursed for appropriate expenditures upon submission of signed expense receipts. The Treasurer shall submit written reports at all meetings of the Board of Directors and of the membership.[8]

The Treasurer shall furnish bond in the amount fixed by the Board of Directors, the premium of which shall be paid by the Society.

The accounts of the Treasurer shall be audited by the Audit Committee at the end of each fiscal year ending June 30.

4.  The President shall appoint a Museum Director and a Museum Curator, with the concurrence of the Board of Directors, who shall serve at the pleasure of the Board of Directors.

Article IV. Board of Directors

1.  The members of the Board of Directors shall be those listed in Article VI, Section 1, of the Constitution, above.

2.  The directors who are not officers shall be elected by ballot or voice vote at the annual meeting of the Society, and shall take office immediately.[9]

3.  The President shall appoint chairmen of committees and the editors of the regular publications of the Society, with the concurrence of the Board of Directors.

4.  All members of the Board of Directors shall have a vote.

5.  In case a vacancy arises for a Director it may be filled for the unexpired term by the action of the Board of Directors.[10]

Article V. Committees[11]

1.  The President, with the approval of the Board of Directors, shall establish a Nominating Committee consisting of at least three members of the Society not later than March 1 of each year to present a slate of proposed officers and directors whose terms are to begin upon election at the annual meeting of the Society in May or, the case of the Treasurer, at the beginning of the next fiscal year, to the membership for election at the meeting. The committee and the officers of the Society shall inform the membership of the contents of the slate sufficiently in advance of the meeting to facilitate informed voting.

2.  The President, with the approval of the Board of Directors, shall establish an Audit Committee consisting of at least two directors other than the Treasurer to audit the accounts of the Treasurer each year as described in Article III, Section 4 of these Bylaws.[12]

3.  The President, with the approval of the Board of Directors, may establish such other temporary or permanent committees as are necessary.

Article VI. Meetings of the Society

1.  The regular meetings of the Society shall be held on the second Thursday of September, November, January, March, and May. The meeting in May shall be designated the annual meeting. The Board of Directors may change the date of any meeting provided two weeks’ notice is given to all the members.[13]

2.  Special meetings may be called by the President at any time, or shall be called upon the written request of ten members of the Society or a majority of the Board of Directors.

3.  Five percent of the voting members of the Society shall constitute a quorum. [14]

4.  The business of the Society shall be conducted in accordance with Robert’s Rules of Order.

Article VII. Meetings of the Board of Directors

1.  The Board of Directors shall hold meetings as needed upon call of the President or of any three members of the Board, but at least once each quarter.

2.  Five Board members or at least 50% of the sitting directors, whichever is the lesser of the two, shall constitute a quorum.[15]

3.  All members of the Society are welcome to attend meetings of the Board of Directors. However, the Board may by majority vote go into Executive Session when it is deemed appropriate.

Article VIII. Attorney

The President shall appoint an attorney, to serve the Society, with the concurrence of the Board of Directors.

Article IX. Amendments to Bylaws

The power to adopt and amend the Bylaws shall be vested in the Board of Directors, and may be exercised at any regular meeting of the Board, by a majority vote of the members present, provided that notice of the intended action was included in the call of the meeting. Changes in the Bylaws shall be published in the following newsletter of the Society.

Article X. Effective Date

The effective date of these Bylaws, as amended, shall be November 7, 2017.[16]

* * * * *

CERTIFICATE

I, Gerald J. Laporte, Secretary of The Arlington Historical Society, Inc., a Virginia nonstock corporation, do hereby certify that the above is a conformed copy of the Constitution and Bylaws of that organization and those documents serve as the official bylaws of the organization under Section 13.1-823 of the Virginia Nonstock Corporation Act, as of the date set forth beneath my signature below.

/S/

Gerald J. Laporte

Dated: Dec. 11, 2017

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[1] Constitution amended and restated May 8, 2014, except as noted in note 2 below.

[2] As amended May 14, 2015.

[3] As amended July 15, 2014.

[4] Id.

[5] As amended November 18, 2014.

[6] Id.

[7] Id.

[8] Id.

[9] Id.

[10] As amended August 21, 2012.

[11] As amended February 3, 2014.

[12] As amended November 18, 2014.

[13] As amended November 7, 2017.

[14] As amended November 8, 2014.

[15] As amended August 12, 2012.

[16] As amended November 7, 2017.