BYLAWS OF THE GREENE COUNTY HISTORICAL SOCIETY As approved on December 11, 2012

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1 Article I: Name BYLAWS OF THE GREENE COUNTY HISTORICAL SOCIETY As approved on December 11, 2012 The name of this Society shall be Greene County Historical Society, hereinafter called Society. The masculine gender shall be deemed to include the feminine gender, the singular the plural, and vice versa, wherever the context so requires in these bylaws. Article II: Incorporation The Society is incorporated as a nonstock corporation in the Commonwealth of Virginia, and operates in accordance with the Articles of Incorporation approved by the Virginia State Corporation Commission effective October 5, The Registered Office of the Society shall be maintained in the state of Virginia. The Registered Agent of the Society shall be an individual resident in the state of Virginia whose address is identical with the Society s Registered Office. The Registered Office and/or the Registered Agent may be changed from time to time by the Board of Directors. Article III: Purpose In accordance with paragraph 7 of the Articles of Incorporation, the purpose of the Society shall be to bring together people interested in the history of Greene County Virginia, to insure the preservation of this history; to collect family histories, published materials, photos, and other objects related to the life, conditions, events and activities of the past and present; to assist in the preservation and marking of historic buildings, monuments, sites and trails; and to make these artifacts and information available to the interested public. The Society s major function will be to discover and collect any material which may help to establish or illustrate the history of the area, its explorations, settlement, development, and activities in peace and in war, and its progress in population, wealth, education, arts, science, agriculture, manufactures, trade and transportation. It will collect printed material such as histories, genealogies, biographies, descriptions, gazetteers, directories, newspapers, pamphlets, catalogs, circulars, handbills, programs, and posters; manuscript materials such as letters, diaries, journals, memoranda, reminiscences, rosters, service records, account books, charts, surveys, and field books; museum material such as pictures, photographs, paintings, portraits, scenes, and aboriginal relics; and material objects illustrative of life, conditions, events, and activities of the past and the present. The Society will provide for the preservation of such material and for its accessibility, as far as may be feasible, to all who wish to examine or study it, to cooperate with officials

2 in insuring the preservation and accessibility of the records and archives of the county and of its cities, towns, villages, and institutions, and to undertake the preservation of historic buildings, monuments, and markers. The Society will disseminate historical information and arouse interest in the past by publishing historical material in the newspapers or otherwise; by holding meetings with pageants, addresses, lectures, papers, and discussion; by marking historic buildings, sites, and trails; and by using radio, television, and the internet to awaken public interest. The Society will cooperate with the Virginia Historic Society to collect and preserve materials of state-wide significance so that these materials can be made available to students and scholars. The Society is organized exclusively for charitable, educational, literary, and scientific 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. In accordance with paragraph 8 of the Articles of Incorporation, no substantial part of its activities shall consist of carrying on propaganda or other attempts to influence legislation. The Society shall not participate or intervene in any political campaign, including the publishing or distributing of statements on behalf of or in opposition to any candidate for public office. The Society will be a non-profit organization. No part of the funds of the Society shall inure to the benefit of any private person, in accordance with paragraph 8 of the Articles of Incorporation. Upon dissolution of the Society, its net assets shall be distributed in accordance with paragraph 9 of the Articles of Incorporation. Article IV: Classes of Membership Section 1: Membership shall be open to any person, family or institution with an interest in the history or genealogy of Greene County Virginia. Membership shall consist of the following five classes: 1. Individual Membership: open to any individual with an interest in the purposes of the Society. 2. Family Membership: open to any family member living at the same address as the individual with an interest in the purposes of the Society. 3. Lifetime Membership: available to any individual member who elects such membership. 4. Institutional Membership: open to any board, school, library or other organization interested in the history of Greene County. 5. Honorary Membership: the Board of Directors may nominate for Honorary Membership any individual whose continued active participation or support has contributed to the purposes of the Society; such nominees may be elected as 2

3 Honorary Members by a majority vote of Voting Members attending the annual meeting. Section 2: The following Members shall be eligible to vote at meetings of Members, subject to other provisions of these bylaws: (1) Individual Members; (2) each family member over the age of 18 in the household of Family Members: (3) Lifetime Members; and (4) Honorary Members. These eligible voting members are referred to as Voting Members in these bylaws. Section 3: Membership dues for each class of membership will be in the amounts set by the unincorporated Greene County Historical Society that were in effect as of the date of the initial meeting of the Board of Directors of the incorporated Society. Revisions to these amounts may be made by the Board of Directors by a majority vote of the number of directors fixed by these bylaws. Annual membership dues shall be payable by January 1 of each year. Any member who has not paid required dues within 12 months of the due date will be dropped from Voting Member status, unless the Board of Directors grants an exception. Article V: Meetings of Members Section 1: The Members shall elect the Board of Directors in accordance with the provisions of these bylaws and the Articles of Incorporation. The Members shall act on other matters as presented to them by the President or the Board of Directors. Voting Members may present matters for a vote by the Members, provided that the issue to be voted upon is presented to all Voting Members at least 30 days prior to the meeting. Section 2: An annual meeting of the Members of the Society shall be held during the month of May of each year or at such other time as shall be determined by a majority vote of the Board of Directors. Special meetings of the Members may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than one-fifth (1/5) of all Voting Members of the Society. The Board of Directors may designate any place for any annual or special meeting. Written notice stating the place, day and hour of any meeting of Members shall be provided not less than 30 days prior to the day of the meeting. Whenever written notice to Voting Members is required by these bylaws, notice may be provided by the United States mail, or by if the Member has agreed to receive notifications by , and such notice may be included within the Society s Newsletter or other general communication to Members. When notice to Voting Members is required by these bylaws, a notice addressed to any one adult member at the household of Family Members shall suffice to meet the notice requirements for such Family Members. Section 3: Prior to a meeting of Members, the officer having charge of the Membership records shall prepare a list of Voting Members for purposes of determining who may vote at the meeting. 3

4 Section 4: Twenty five Voting Members shall constitute a quorum at any meeting of Members. Except as otherwise stated in these bylaws or required by statute, an affirmative vote of the majority of Voting Members present at the meeting shall be the act of the Members. Article VI: Election of Officers and Directors Section 1. All Officers and Directors shall be elected by a plurality of votes cast by Voting Members present at the annual meeting of Members. When there are two or more candidates for a position, the votes for that position will be cast by secret ballot. Section 2. Prior to the annual meeting, the President shall appoint a nominating committee to nominate at least one person for each office open to election. Members shall be notified of the nominations in writing not less than 30 days before the annual meeting. Section 3. Nominations may also be made by any Voting Member of the Society at any time prior to balloting at the annual meeting. Any nomination made and seconded after the deliberation of the committee on nominations shall be added to the slate of candidates upon affirmative vote of a majority of Voting Members present at the annual meeting. A candidate for election shall be a Voting Member. Section 4. A person who has been elected as an Officer or Director for three consecutive terms shall not be nominated to the same office unless one year elapses between the end of his last term and the beginning of the term for which he is nominated, provided, however, that this limitation may be waived by a two-thirds vote of Voting Members at a regular or special meeting of Members of the Society after prior written notice to Members of such proposed waiver. Section 5. All Officers and Directors of the initial Board of Directors shall serve for the remainder of the terms for which they were elected by the members of the unincorporated Greene County Historical Society. Section 6. Officers and Directors shall be installed at the close of the annual meeting at which they are elected and shall serve until their successors have been duly elected and installed. In the event of resignation or incapacity of any officer or director, the vacancy may be filled by a two-thirds vote of the Board of Directors, except that in the event of a vacancy in the office of President, the Vice President shall become President. In the event an officer or a director becomes inactive for any reason, as indicated by failure to attend three or more consecutive meetings of the Board of Directors, the Board of Directors may declare by a two-thirds vote that the position is vacant, and the vacancy may be filled by a two-thirds vote of the Board of Directors. Section 7. At a Members meeting called expressly for that purpose, any Officer or Director may be removed, with or without cause, by a two-thirds vote of Voting 4

5 Members present. Such meeting shall be called and conducted in accordance with the provisions of Article V of these bylaws. Article VII: Board of Directors Section 1. The Board of Directors shall consist of four Officers and six Directors, who shall be elected by the Members for terms of three years. The Officers shall be a President, Vice-president, Secretary, and Treasurer. The President will serve as chairman of the Board of Directors. Section 2. The activities and affairs of the Society shall be managed by the Board of Directors, subject to any actions, requirements or directives by Members as made in accordance with these bylaws, and in accordance with the Articles of Incorporation and statute. Section 3. The Board of Directors shall meet at times and places set by the President or the Board, but no less than annually. Special meetings of the Board may be called by or at the request of any two Directors or Officers. All Officers and Directors shall be notified of the time and place of meetings at least three days prior to the meeting. Notice may be given by United States mail, or telephone. Attendance of a director at a meeting shall constitute waiver of notice of such meeting. The advance notice requirement for a meeting may be waived upon approval of all members of the Board. Section 4. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or these bylaws. Section 5. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors, and such written consent is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote of the Board. Section 6. Officers and Directors shall not receive compensation, but may be paid or reimbursed for any expenses incurred in the performance of duties as determined by the Board of Directors. Section 7. A director who is present at a meeting of the Board of Directors at which action is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file a written dissent to such action with the Secretary within three days after the adjournment of the meeting. Section 8. The Board of Directors by resolution adopted by a majority of the number of directors fixed by these bylaws may designate three or more directors to constitute a 5

6 committee, which committee, to the extent provided in such resolution or in these bylaws, shall have and may exercise all of the authority of the Board of Directors in the management of the specified business and affairs of the Society. Multiple committees may be so designated for specified functions of the Society. Decisions by such committees shall require a unanimous vote of the designated committee members unless otherwise authorized by the Board of Directors. Article VIII: Officers Section 1: The President shall be the principal executive officer of the Society and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Society. Unless otherwise specifically resolved by the Board of Directors, the President has authority to direct and control all routine and recurring activities of the Society, and to make necessary repairs and maintenance of facilities and equipment, including incurring obligations for expenditures of up to $1000 for any such action after ensuring that adequate funds are available in the accounts of the Society. The President has authority to act for the Board of Directors in emergencies that threaten life, personal injury, substantial property damage, or the effective existence of the Society, if he determines that action must be taken without the delay involved in holding a meeting of the Board of Directors, provided that he shall present to the Board of Directors within five days a report on the action taken and why the emergency action was necessary. The President may sign, with the Secretary or any other proper Officer as authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless specifically authorized by a resolution of the Board of Directors. Section 2: The Vice President shall perform the duties of the President in the absence of the President or in the event the Board of Directors determines that the President is unable or unwilling to perform his duties. When so acting for the President, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties as may be assigned to him by the President or the Board of Directors. Section 3: The Secretary shall (1) ensure that the minutes of the proceedings of the meetings of Members and of the Board of Directors are recorded and shall keep the minutes in one or more corporate books assigned for that purpose; (2) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (3) be custodian of the Articles of Incorporation, the bylaws, and all other corporate documents and records except financial accounting records; (4) ensure that a record is maintained of all Members and is available for review at meetings of Members; (5) sign with the President or other designated director any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed and 6

7 which require the signature of the corporate Secretary; and (6) perform such other duties as may be assigned by the President or the Board of Directors. Section 4: The Treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the Society; (2) receive and give receipts as appropriate for all money due and payable to the Society, and ensure that such monies and other valuable effects of the Society are deposited in such banks, trust companies or other depositories as shall be selected by the Board of Directors; (3) determine the correct amounts of all accounts payable and make payment on a timely basis; (4) submit a report on the financial condition of the Society to the Board of Directors at its meetings, and to the Members at or prior to the annual meeting; (5) maintain and preserve all accounting and other financial records, and make such records available for audits as required by the Board of Directors or law; and (6) perform such other duties as may be assigned by the President or the Board of Directors. Article IX: Indemnification Any person who was or is a party to or is threatened to be made a party to, or involved in, any threatened, pending or completed civil, criminal, administrative, arbitrative or investigative action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an Officer, Director or authorized agent of the Society shall be indemnified by the Society against expenses actually and necessarily incurred by him or imposed on him in connection with, or resulting from, the defense of such action, suit or proceeding or in connection with or resulting from any appeal therein, except with respect to matters as to which it is adjudged that such Officer, Director or agent is liable to the Society for negligence or misconduct in the performance of his duties. As used herein, the term expenses shall include all obligations incurred by such person for the payment of money to other than the Society, including, without limitation, attorneys fees, judgments, awards, fines, penalties and amounts paid in satisfaction of judgment of any such action, suit or proceeding. The term expenses also shall include amounts paid in negotiated settlement of any such action, suit or proceeding, provided that the Board of Directors has given prior approval of any amounts agreed to in such negotiated settlement. Article X: Amendments to Bylaws These bylaws may be amended at any annual or special meeting of the Members by a two-thirds vote of those Voting Members present and voting, provided that notice of such proposed amendments are presented in writing to Voting Members at least 30 days prior to the meeting. 7