Article 1 - NAME 1.1 Name. The name of this organization shall be the Chisago County Historical Society, referred to after this reference as "CCHS".

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1 Chisago County Historical Society - BYLAWS As adopted when formally incorporated in 1963 and including all approved amendments thereafter as of November 23, 2008 Article 1 - NAME 1.1 Name. The name of this organization shall be the Chisago County Historical Society, referred to after this reference as "CCHS". 1.2 Address. The business address of this organization shall be at a place designated by Board of Directors and reported annually to the Minnesota Secretary of State. Article 2 - PURPOSE 2.1 Purpose. The purpose of the CCHS shall be the discovery, preservation and dissemination of knowledge about the history of Chisago County and the State of Minnesota. More particularly, its purpose shall be: a. To discover and collect any material which may help to establish or illustrate the history of the Chisago County and of the State of Minnesota, its exploration, settlement, development, activities in peace and in war, and its progress in population, wealth, education, art, science, agriculture, manufacturing, trade, and transportation, including: printed material such as histories, genealogies, biographies, descriptions, gazetteers, directories, newspapers, pamphlets, catalogues, circulars, handbills, programs and posters, manuscript material such as letters, diaries, journals, memoranda, reminiscences, rosters, service records, account books, charts, surveys and field books; museum material such as pictures, photographs, paintings, scenes, aboriginal relics, portraits, sound and video recordings, motion pictures, films, and material objects illustrative of life, conditions, events and activities in the past or present. These materials shall be collected, exhibited, and preserved in accordance with all laws and regulations that may apply to the collection, possession, and exhibition of such materials. b. To provide for the conservation and preservation of such materials and for their accessibility, as far as may be feasible, to all who wish to examine or study it; to cooperate with officials in ensuring the preservation and accessibility of the records and archives of the county and its cities, towns, villages, and institutions; and to bring about the preservation of historic buildings, monuments and markers. c. To disseminate historical information and to arouse interest in the past by publishing historical material in the newspapers or otherwise; by holding meetings with addresses, lectures, papers and discussion; by marking historic buildings, sites and trails; and by making such materials and information available for study and research by individuals and scholars in a manner that is accessible to the public in compliance with the provisions of the Americans with Disabilities act. 2.2 How Accomplished. In order to accomplish the purposes described in these Bylaws, the

2 CCHS may establish and operate research centers, musewns or history centers; may apply for grants, may establish endowment funds, and may accept gifts of property and money. All programs, functions and events of the CCHS including membership shall be made available to anyone regardless of race, color, age, national origin, martial status, disability, religious or political affiliation, sex or sexual preference. Article 3 - MEMBERSHIP 3.1 Membership. Any person interested in the history of Chisago County may enroll as a member of the CCHS upon receipt of the payment of dues. All members have the right to hold office in the CCHS and vote in all CCHS elections as provided for in the Bylaws. 3.2 Categories of Membership. Membership categories and voting rights of members shall be as follows: a. Individual Membership: One vote. b. Family Membership: Two votes. Any two adults sharing a household are eligible to apply for a Family membership. If more than two adult members share the household, the family must specify which two adult members will share its voting rights. c. Patron Family membership: Two votes. A Patron family chooses to provide an additional level of fmancial support beyond the basic membership to support the work of the CCHS. All stipulations applying to the voting rights of a Family membership, as in Article 3.2b above, also apply to a Patron family membership. d. Sponsor Family membership: Two votes. A Sponsor Family chooses to provide an additional level offmancial support in a sum exceeding the Patron Family membership level. All stipulations applying to the voting rights of a Family membership, as in Article 3.2b above, also apply to a Sponsor Family membership.) e. Sponsor Business/Organization Membership. Non-voting. Membership may be held by a commercial, charitable, public or private organization or business wishing to support the CCHS and willing to provide financial and/or in-kind support for its programs. A representative of the Business/Organization may have a voice, but not vote, at meetings of the general membership and of the Board of Directors of the CCHS. 3.3 Terms of Membership. Membership in the CCHS shall coincide with the payment of annual dues, paid one year in advance. Membership terms shall commence as of the first of the month in which the member joins the Society and be subject to renewal on the first day of the anniversary month thereafter. Mailing labels and membership cards should indicate the membership expiration month and year. New members may enroll at any time during the calendar year. Renewal notices shall be sent out by the CCHS and membership cards will be mailed directly to the individuals. 3.4 Termination of Membership. A member failing to renew hislher membership, after receiving notice of the pending expiration of membership, shall automatically cease to be a member on the first day of the anniversary month of the membership year. Notice of the pending 2

3 membership expiration may be provided in the CCHS newsletter or by another notice. 3.5 Dues. Annual dues for each membership category shall be reviewed and set annually by the Board of directors prior to the annual meeting. Changes in membership dues shall be noticed at the annual meeting and recorded in the minutes. The full amount of such dues shall be remitted directly to the Society. Article 4 - MEETINGS OF MEMBERS 4.1 GeneralMeetings. General meetings of the CCHS shall be held on the third Monday of the months of January, March, May, July, September and November upon written request by ten members of the Society or as called by the Board of Directors. The Board of Directors may change the date of a general meeting, provided that notice, as provided in these Bylaws, is given to the membership. 4.2 Annual Meeting. There shall be an annual meeting of the members. The annual meeting of the CCHS shall take place in the fourth quarter of the calendar year. 4.3 Notice of Meetings. Proper notice of a meeting shall consist of a special notice mailed to the membership, or by publication of the information in the CCHS newsletter or in at least two newspapers of general circulation in Chisago County at least seven days prior to the meeting. 4.4 Voting. Eligibility to vote in a CCHS election or on any other balloted issue at a CCHS meeting shall require membership in the CCHS for a period of at least three months prior to the meeting. Members must be present at the meeting in order to cast a vote. 4.5 Quorum. At all meetings of members, five percent of the paid membership shall constitute a quorum. 4.6 Special Meetings. Special meetings of the CCHS may be held at such times and places as shall be fixed by the members at the preceding meeting, or as called by the President or the Board of Directors. Article 5 - BOARD OF DIRECTORS 5.1 Powers and Duties. The governing body of the CCHS shall be the Board of Directors. The Board of Directors shall have charge, control and management of the property, affairs, and funds of the CCHS, shall manage the affairs of the CCHS in a manner consistent with the purposes described in the Bylaws, and have the power to do and perform all acts and functions not inconsistent with the Bylaws of the CCHS and the laws of the State of Minnesota pertaining to non-profit corporations. 5.2 Number and Qualifications. The Board of Directors shall be comprised of twelve directors, elected by the CCHS membership. Staff of the Society may not serve as members of the Board of Directors. 3

4 5.3 Electionfferm of Service. Each director shall be elected at an annual meeting of the CCHS. Each director shall be elected for a three-year term and shall serve no more than two consecutive terms. 5.4 Meetings. The Board of Directors shall hold meetings as needed. The Board of Directors shall meet at least once each quarter. A special meeting of the Board of Directors may be called by the President and shall be called by him or her upon the written request of five members of the Board of Directors. 5.5 Annual Meeting. The Board of Directors shall hold an annual meeting in each year within thirty days after the general membership meeting. The date for the meeting shall be designated by the Board of Directors. The purpose of the meeting shall be to elect Board officers for the year and to conduct any other business which may be properly brought before the membership. 5.6 Notice of Meetings. Not less than twenty-four hours notice of the time and place of all meetings of the Board of Directors shall be given by mail or telephone to each Director. However, any Director may execute a written waiver of notice or may waive notice by attending the meeting. The meeting agenda stating the business of the meeting shall be distributed with the notice. 5.7 Place and Hour of Meetings. All meetings of the Board of Directors shall be held at the place and hour as shall be designated by the President. 5.8 Quorum. Except in cases where a different number is required by these Bylaws, five Directors shall constitute a quorum for the transaction of business. 5.9 Voting. Only members of the Board of Directors may vote at meetings of the Board of Directors. Except as otherwise provided in these Bylaws, all decisions of the Board of Directors shall be made by majority vote of those present and voting. There shall be no right of cumulative voting Voting by Proxy. A member shall not appoint a proxy for himself or herself nor shall he or she vote by proxy Absences from Meetings. A Director absent without cause from three consecutive Board of Directors meetings shall be determined by the Board of Directors to have resigned as a Director. The Board of Directors shall appoint a new Director to serve the remainder of the resigning Director's term. After two consecutive unexcused absences the Secretary will notify the Director that termination is pending. A director may be excused from a meeting of the Board of Directors by notifying the President Authorization Without a Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by a quorum of all the Directors. 4

5 5.13 Electronic Meetings. A conference among Directors, or among the members of a standing or special committee or task force, by any means of communication through which the participants may simultaneously hear each other during the conference constitutes a meeting of the Board of Directors or other committee or task force if the same notice is given of the conference as would be required for a meeting and if the number of persons participating in the conference would be sufficient to constitute a quorum at the meeting. Participation in an electronic conference constitutes presence in person at the meeting. A Director may participate in any other meeting of the Board and a member (whether or not a Director) of any standing committee or task force may participate in any other meeting of that committee through any means by which the Director, or other persons so participating, and all other person physically present at the meeting may simultaneously hear each other during the meeting. Participation in such a meeting by electronic means constitutes presence in person at the meeting Right of Petition. Any member of the CCHS may request that the Board of Directors consider action on an issue, or may request a hearing at a Board meeting, by filing with the Secretary a written request describing the proposed action or issue to be addressed. The President shall include the request for action on the agenda of the next scheduled Board meeting or, if the need for action is imminent, shall call a special Board meeting to consider the request. Article 6 - OFFICERS 6.1 Titles. The officers of the CCHS shall be a President, a Vice-President, a Secretary, and a Treasurer. 6.2 Election and Term of Office. The officers shall be elected from among the Board membership by a majority vote at the annual meeting of the Board of Directors. Election of officers shall occur at a meeting of the Board of Directors to be held no later than thirty days following the annual meeting of the CCHS general membership. Officers shall be elected to a one-year term and shall serve until the next annual meeting of Directors, or until their removal, resignation, death, or expiration of term of office as Director. 6.3 Powers and duties. The officers of the Board of Directors shall have the powers and duties as follows: a. The President shall preside at all meetings of the CCHS and of the Board of Directors. The President shall establish committees as provided for in the Bylaws. The President shall exercise general supervision and control over the management of the business of the CCHS, including the supervision of employees. The President shall see that all orders and resolutions of the Board are carried into effect. Except in cases in which these Bylaws, or the laws of the State of Minnesota, expressly delegate the right to the Board of Directors or to another officer or employee of the CCHS, the President may execute and deliver in the name of the CCHS any deed, mortgages, bonds, contracts or other instruments pertaining to the business of the CCHS. In case of the absence or inability of the Treasurer to carry out the responsibilities provided for in the Bylaws, the President shall be authorized to issue checks drawn on the CCHS bank account(s) in payment 5

6 of authorized claims. The President shall have the necessary authority and responsibility to operate the CCHS in all activities, subject only to the policies and orders which may be promulgated by the Board of Directors. The President shall act as the fully authorized representative of the Board in all matters in which the Board has not designated some other person to act. b. The Vice-President shall, in the absence of the President, preside at any meeting of the CCHS or the Board of Directors in the case of the President's absence or disability. In the absence or disability of the President, the Vice-President shall succeed to the powers and duties of the President. The Vice-President shall have the powers and perform the duties spelled out in these Bylaws or prescribed by the Board of Directors. c. The Secretary shall be secretary of the CCHS as a corporation, shall keep society records, give all required notices of meeting, and keep proper minutes of all CCHS meetings and meetings of the Board of Directors and Executive Committee. The Secretary shall keep on file a complete copy of the Articles of Incorporation and all amendments to and restatements of it, as well as a copy of the Bylaws and all amendments to them. The Secretary shall prepare an annual report of the activities of the CCHS and transmit a copy of the report, as approved by the Board of Directors,' to the Field Services Department of the Minnesota Historical Society. The Secretary shall perform any other duties which the Board of Directors or the President may from time to time prescribe and shall perform all duties normally incident to the office of Secretary. d. The Treasurer shall be responsible for the collection of dues from members and of all donations and other receipts of money, which shall be deposited in a bank account or accounts designated by the Board of Directors. The Treasurer shall keep records of all receipts and disbursements of money and shall make a report thereof at the annual meeting of the CCHS or at other times as required by the Board of Directors. Unless authorized by the Board of Directors to do otherwise, the Treasurer shall payout the monies of the CCHS in the amounts and for the purposes authorized in the annual budget. The Treasurer shall have the authority to endorse for deposit all notes, checks and drafts received by the CCHS. The Treasurer shall perform other duties as may from time to time by prescribed by the Board of directors and, in general, shall perform all duties incident to the office of Treasurer. e. The Society may have other officers as the Board may determine to be necessary. They may be appointed, have the duties and hold their offices in the manner which the Board may determine by resolution. The Executive Director shall be an ex-officio member of the Board of Directors without a vote. 6.4 Vacancies. In the event that an Officer resigns, dies, or is removed before the expiration of the term of his or her office, the Board of Directors shall, by a majority vote of the entire voting membership of the Board of Directors, elect a replacement to fill the position for the unexpired portion of the term. 6.5 Resignations. Any Officer may resign at any time by giving the Board, the President or the Secretary, a written notice of intent to resign. The resignation shall take effect at the time 6

7 stated in the written notice, or if the notice contains no specific time, upon receipt of the notice by the Board, the President or the Secretary. An acceptance by the Board of a resignation is not necessary to make it effective. 6.6 Removal. Any Officer may be removed either with or without cause by a two-thirds vote of the members of the Board of Directors present and voting at a meeting called for that purpose. Article 7 - COMMITTEES 7.1 General. The Board of Directors may appoint standing and special committees and task forces as it deems necessary or appropriate. 7.2 Standing Committees. Standing committees shall be established by a majority vote of the voting membership of the Board of Directors. Committee chairs shall be appointed by the President of the Board of Directors. Committee membership is not restricted to Board members. The committee chairperson need not be a member of the Board of Directors. However, at least one member of the committee must be a member of the Board. The President of the Board of Directors shall serve ex-officio on all committees. 7.3 Committee Powers. Standing and any other special committees and task forces shall act solely in an advisory capacity to the Board of Directors. Committees and task forces shall keep regular minutes of their proceedings and report them to the Board of Directors from time to time as the Board may require. Each committee or task force established by the Board shall operate under the same notice provisions, quorum, voting requirements, terms of service and attendance requirements as exist for the Board of Directors itself. 7.4 Executive Committee. The Board of Directors, by a majority vote, may establish an executive committee. a. Composition. The executive committee shall consist of the officers of the Board of Directors. b. Authority and Responsibility. During the intervals between the meetings of the Board of Directors, the executive committee shall advise and aid the Executive Director of the CCHS in all matters concerning the business affairs of the CCHS and generally perform duties and exercise powers as may be directed by the Board of Directors. The Board of Directors, by a majority vote, may delegate to the executive committee authority to exercise, between meetings of the Board of Directors. Any policy decisions by the Executive Committee relating to the business of the CCHS must be ratified by the Board of Directors at its next meeting. 7.5 Other committees and Task Forces. Other committees and task forces may be established as provided for in Section 7.2 above. The chairs of other committees and task forces need not be members of the Board of Directors. 7.6 Meetings of Committees and Task Forces, Notices, and Quorum. Except with respect to the executive committee, committees and task forces shall meet at the call of the chairperson of the committee or task force or shall be called by him or her upon the request of two members 7

8 of the committee or task force. Two days notice, written or otherwise, of all meetings of the committee or task force shall be given. The meeting agenda stating the business of the meeting shall be distributed with the notice. A majority of the members of the committee or task force shall constitute a quorum for the transaction of business, and decisions shall be made by majority vote. Article 8 - COLLECTIONS 8.1 Responsibilitiesof Board of Directors. The Board of Directors shall make provision for the custody of, or the appropriate disposition of, materials of historic value received by the CCHS. Such materials may, by a majority vote of the Board of Directors, be given into the custody of a public agency or institution in Chisago County which will use them in a manner consistent with the purposes described in the bylaws. In case the custody of such materials within the county is not desired they may be tendered to another county historical society or to the Minnesota Historical Society. 8.2 Disposition of Artifacts. Except as provided elsewhere in the Bylaws, in case of the dissolution of The Society, all property and artifacts owned by The Society shall be transferred to the custody of the Chisago County Board of Commissioners for care and preservation or appropriate disposition in consultation with the Minnesota Historical Society. Article 9 - AFFILIATION WITH STATE SOCIETY 9.1 Affiliation Required. The CCHS shall be enrolled as an institutional member of the Minnesota Historical Society and it shall, whenever feasible, send a delegate or delegates to represent it at the meetings of the Minnesota Historical Society. The CCHS shall prepare and send an annual report on its activities to the Minnesota Historical Society. Article 10 - CONFLICT OF INTEREST 10.1 DisclosureRequired. Any Director, officer, member, employee or committee/task force member having an interest in a contract or other transaction presented to the Board of Directors or one of its committees/task forces for authorization, approval or ratification shall make a prompt, full and frank disclosure of his or her interest to the Board or committee/task force prior to its acting on the contract or transaction. The making of such a disclosure shall constitute conclusive evidence that a conflict of interest exists or can reasonably be construed to exist Voting Procedures. If a conflict is determined to exist, the person making the declaration shall not vote on, nor use personal influence on, nor participate in (other than to present factual information or to respond to questions) discussions or deliberations relative to the contract or transaction. At the discretion of the Board or the committee/task force, the person making the declaration may be excused from all or a portion of the relevant discussions or deliberations. The person, nevertheless, shall not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted 8

9 upon. Article 11 - DISSOLUTION AND DISTRIBUTION OF ASSETS 11.1 Dissolution and Procedures. Upon dissolution of the CCHS, its property and assets shall be distributed in accordance with the laws of the State of Minnesota, provided, however, that after payment of all liabilities and obligations of the CCHS and all costs and expenses incurred by the CCHS in connection with its dissolution, and subject to any condition or encumbrance on any property or assets held by the CCHS, and all remaining assets and property of the CCHS shall be distributed to one or more organizations dedicated to the discovery, preservation, and dissemination of knowledge about the history of Chisago County and the State of Minnesota, and which is or are organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of the United States, all in such proportions as shall be determined by the Board of Directors or by a court of competent jurisdiction if the dissolution is subject to court supervision. In no event shall any Director or Officer of the CCHS, in any capacity whatsoever, be entitled to any distribution of the property or assets of the CCHS upon its dissolution. Article 12 - MISCELLANEOUS PROVISIONS 12.1 Robert's Rules of Order. Except as otherwise provided in these Bylaws, all meetings of the CCHS shall be governed by Robert's Rules of Order, Newly Revised in all questions related to organization and voting procedures Debt or Liability. The CCHS may borrow funds not exceeding the net assets and receivables of the CCHS Employees. The Executive Director, who shall not be one of the voting members of the Board of Directors, shall have the duties and responsibilities which the Board of Directors shall determine, and shall be responsible for the employment and termination of all personnel, following the personnel policies and practices established by the Board of Directors Discrimination Prohibited. In all matters relating to employment, programs or other offerings of the CCHS, there shall be no discrimination because of age, race, color, ancestry, religion, creed, sex, sexual orientation, national origin, disability, marital status or status with regard to public assistance. All solicitations for employees shall state that the CCHS is an equal opportunity and affirmative action employer Indemnification. Each Director, Officer, and member of any committee appointed by the Board, who was or is in office, shall be indemnified by the CCHS against all costs and expenses reasonable incurred by or imposed upon him or her in connection with or arising out of any action, suit, or proceeding in which he or she may be involved by reason of his or her having been a Director, Officer or member of any committee appointed by the Board of the CCHS. These expenses shall include the cost of reasonable settlement (other than amounts paid to the 9

10 CCHS itself) made with a view to curtail the cost of litigation. The CCHS shall not, however, indemnify any Director, Officer or committee member in respect of any matter as to which he or she shall have been finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his or her duty as such Director, Officer, or committee member. The foregoing right of indemnification shall not be exclusive of other rights to which any Director, Officer, or committee member may be entitled as a matter of law. The CCHS may provide and maintain insurance on behalf of any person so indemnified. In no case shall members of the CCHS be responsible for unpaid indemnification, obligation, or debts of the CCHS, a non-profit corporation Bond. Any Officer or employee handling money or securities of the CCHS may be bonded at the CCHS expense in such amounts as may be determined by the Board of Directors Audit. An independent audit of all financial transactions of the CCHS may be made annually or upon written demand, filed with the Secretary, of ten percent of the members or a quorum of the Directors Annual Report. Programs of the CCHS shall be evaluated and a report given to the Board of Directors annually. The President shall supervise the preparation of the annual report Fiscal year. The fiscal year of the CCHS shall be from January I to December 31. Article 13 - AMENDMENTS AND REVIEW 13.1 Procedure. Any three members may propose an amendment to the Bylaws by filing a written proposal for the amendment with the Secretary. The proposal shall state the nature, intent and language of the proposed amendment. The President shall place the proposed amendment on the agenda of the next regularly scheduled general meeting of the CCHS, provided that proper notice to the membership can be given as described in the Bylaws. If proper notice to the membership is not given a vote on the proposed amendment shall be postponed until the next general meeting. Approval of amendments to the Bylaws shall require a vote of approval by twothirds of the members present and voting at a meeting called for the purpose. Written notice and a copy of the proposed amendment shall be provided to each member Review of Bylaws. These Bylaws shall be reviewed at least biennially by the Board of Directors for the purpose of determining, and recommending to the membership, whether amendments are necessary or desirable to adapt to changed conditions or to improve the organizational structure of the Chisago County Historical Society. 10