NAME AND LOCATION
SECTION 1. NAME- The name of this organization shall be THE WASHINGTON COUNTY HISTORICAL SOCIETY.
SECTION 2. The principal office shall be located in St.George, Utah, in the Old Pioneer Courthouse
at 97 E. St. George Blvd.,or such other location as shall be designated by the Governing Board. Mailing
address is P. 0. Box 404, St. George, UT 84771-0404.
PURPOSES, OBJECTIVES, AND LIMITATIONS
SECTION 1. PURPOSE: The purpose of this Society shall be to bring together those people interested
in the history of Washington County. Understanding of the history of our area is basic to our democratic
way of life, giving us a better understanding of our heritage. The Society's major function will be to
study and preserve any material which may help to perpetuate and emphasize the history of the area.
SECTION 2. OBJECTIVES:
- To organize and unite all citizens of the County to work toward preserving the County's heritage.
- To search out, identify, and authenticate those buildings and sites that are representative of Washington County history.
- To undertake steps, once a historical building is identified, to have it preserved.
- To restore historic salvageable buildings, if necessary, to maintain authenicity.
- To increase public awareness of historically significant sites and structures.
SECTION 3. LIMITATIONS: The Washington County Historical Society shall in all of its activities
be non-partisan and non-discriminatory.
SECTION 4. CORPORATION MEMBERS: As permitted by Article IV and V of the Articles of Incorporation,
the Governing Board is considered as the "Central" organization for group exemption under the IRS Section
501 (C)(3) for satellite Historical Societies in Washington County to be known as "affiliated"
organizations under the Code. After meeting the dues and regulations for membership in the Central
organization, the affiliated groups can apply for exemption status under the group exemption without
having to file the long IRS Form 1023. A letter application including a detailed description of the
purpose and activities of the subordinate is required plus the sources of income and nature of
expenditures for Section 501 (C)(3) approval to receive grants, etc., exclusively for charitable and
educational purposes as specified in the Certificate of Incorporation granted by the State of Utah to
the Washington County Historical Society.
OFFICERS AND BOARD MEMBERS
SECTION 1. NUMBER: The Officers, Directors, and Ex-officio officers shall comprise
the GOVERNING BOARD of this organization.
SECTION 2. AUTHORITY:
- Officers shall be the President, President-Elect, Vice-Presidents, Past-President,
Coresponding Secretary, Recording Secretary and the Treasurer.
- Directors shall be appointed by the Officers. Their duties shall be specified commensurate with
Society policy and current needs, e.g., development director, membership director, public relations
director, historic group director, programs director, etc.
- Ex-officio representatives shall include the immediate Past-President of the Washington County
Historical Society, the President of the Utah State Historical Society, and one representative
from each of the historical society groups within Washington County, to be known as "Directors".
SECTION 3. TERMS OF OFFICE: The first Board of Directors shall be elected by the incorporators
of the Corporation named in the Certificate of Incorporation. Thereafter:
- Officers of the Governing Board shall be elected by the members of the organization in the General
Meeting called for that purpose. Terms of office of elected officers shall be for two (2) years.
- Directors of the Governing Board shall be appointed to serve for a minimum of one (1) year.
- Ex-officio appointees shall serve as Directors on the Board during their tenure in office in their
respective municipal groups and state organization, or, in the case of the immediate Past-President
of the Washington County Historical Society, for a period of two (2) years.
SECTION 4. RESPONSIBILITIES OF OFFICERS AND DIRECTORS:
- The President shall have executive supervision over the activities of the Society within the scope
provided by these by-laws. He/She shall preside at all meetings. He/She shall report annually on
the activities of the Society.
- The President-Elect shall assume the duties of the President in the event of the President's illness,
incapacity, or resignation. The Vice-President shall serve as needed on a temporary basis to carry on
the presiding duties in the absence of the President-Elect.
- The Corresponding Secretary shall carry out correspondence by mail or phone with the membership and
shall be aid to the President in all correspondence relating to the activities of the Society.
- The Recording Secretary shall keep the minutes of meetings of the Society and of the Governing Board.
- The Treasurer shall be responsible for the safekeeping of the Society funds and for maintaining
adequate financial records. He/She shall deposit all monies received with a reliable banking company
in the name of the Washington County Historical Society. Monies shall be paid out by numbered checks
signed by the Treasurer and the President. The Treasurer will collect dues and shall provide an annual
fiscal report based on the calendar year. Where needed for Internal Revenue reports, such fiscal report
may be submitted to an accounting firm to assure continuation of the Society's 501 (C)(3) exemption
status and whatever reporting required.
- The Governing Board shall have the power to conduct all affairs of the Society. It shall select
candidates for elected office, pursuant to these By-laws. The Governing Board shall decide questions
of policy that for any reason cannot be acted upon at a meeting of the Society, and it shall perform
such other functions as designated in the By-Laws or otherwise assigned to it. The Governing Board
may render an annual report at each annual meeting.
SECTION 5. QUORUM: A quorum of the Governing Board shall be not less than one-third (1/3) of the
current Governing Board membership.
SECTION 6. VACANCIES:
- As specified above and in the short-term absence or the temporary disability of the President, the
Vice-President shall preside. The President-Elect shall serve otherwise for the remainder of the term
of a non-performing President.
- Any other vacancy, except normal expiration, occurring in any office shall be filled by the Governing
Board after written notice has been received.
- Any vacancy occurring in the Governing Board, other than a vacancy resulting from the normal
expiration of a term of office, may be filled by the affirmative vote of a quorum of the then members
of the Governing Board. A Director who is appointed to fill a vacancy shall be appointed for the
unexpired term of his/her predecessor in office. Any member of the Governing Board may resign by
submitting written notice of resignation to the Corresponding Secretary. Any member of the Governing
Board may be removed from office at any time with or without cause by the affirmative vote of a
majority of the members of the Governing Board.
SECTION 7. MEETINGS: Meetings of the Governing Board, regular or special, may be held within or
without the State of Utah upon not less than two (2) days notice to each member of the Board, either
personally, or by mail, telephone or telegram. Neither the business to be transacted, nor the purpose of
any regular or special meeting of the Governing Board need be specified in the notice of such meeting.
Regular meetings shall be held at least once each year or more often as established by resolution of the
Governing Board. Special meetings of the Governing Board may be called by the President or by written
request of a majority of the members of the Governing Board in office.
SECTION 8. COMPENSATION: The Governing Board as such shall not receive any compensation for their
services. This corporation does not contemplate pecuniary gain or profit to any person. No part of the net
earnings of this corporation shall ever inure to or for the benefit or be distributable to its members,
trustees, officers, or other private persons, except that the corporation shall be empowered to pay
reasonable reimbursement for non-board services performed and to make payment and distributions in
furtherance of the exempt purposes for which it was formed.
Notwithstanding any other provisions of these By-Laws, the corporation shall not carry on any other
activities not permitted to be carried on by a corporation exempt from Federal income tax under Section
501 (C)(3) of the Internal Revenue Code effective at the time such exemption was granted to the Society
on August 26, 1994.
ELECTION OF OFFICERS
SECTION 1. NOMINATIONS AND ELECTIONS: All Officers shall be elected by a plurality of votes cast
at the annual meeting. No less than one month prior to the annual meeting, the Corresponding Secretary of
the Society shall send to each member of the Governing Board a blank upon which such member may nominate
one person for each office open to election. Nominations are to be returned not less than one week before
the annual meeting. A committee on nominations, appointed by the President shall select the candidates
from a list of all nominees. Nominations may also be made by any member of the Society at any time prior
to balloting at the annual meeting. Any nomination made after the deliberation of the committee on
nominations shall be added to the slate of candidates upon affirmative vote of a majority of members
present at the annual meeting.
SECTION 2. ELIGIBILITY: A candidate shall be an active member of the Society. A person who has
been elected to the Governing Board for three consecutive terms, or having elective office 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.
SECTION 3. 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, except the President, (or any Directors), the vacancy may be
filled according to Article III, Section 6.
SECTION 1. The Executive Committee shall be composed of the President, President-Elect,
Vice-President, the Corresponding Secretary, the Recording Secretary, the Treasurer and the
SECTION 2. The Executive Committee may meet in a planning session one week prior to each meeting
of the Governing Board or of the members, or at such other time as the President may choose.
MEMBERSHIP AND DUES
SECTION 1. ELIGIBILITY: Any individual or organization interested in supporting the purposes of
the Society is eligible by filing an application form as the Governing Board may prescribe, and subject
to the payment of such dues as the Governing Board may establish from time to time.
SECTION 2. CLASSIFICATIONS
Individual Life Member
All membership dues are tax deductible.
SECTION 3. PENALTIES: Voting privileges of a member in default of his/her dues may be suspended
for six (6) months or longer (or until dues are paid).
SECTION 4. RESIGNATIONS: Any member may resign by submitting written notice of resignation.
SECTION 1. Meetings of the members may be held at such place or places, either within or without
the County of Washington, as may from time to time be fixed by the Governing Board.
SECTION 2. The annual meeting of the members shall be held in the Fall of each year on the date
fixed by the President. A report of the meeting and of the activities of the Society for the preceding
year shall be made available to all members following the annual meeting.
SECTION 1. The Society may have the following standing committees, as may be needed:
- LIBRARY COMMITTEE --- responsible for collecting, cataloging, the care, arrangements, and repair of
books, manuscripts, newspapers, and other historical source material.
- MUSEUM COMMITTEE --- responsible for collecting, cleaning, repair, and storage of historic objects;
for arranging museum exhibits, and the correct historical interpretation of these exhibits; for the
care and upkeep of museum quarters.
- PUBLICATIONS COMMITTEE --- responsible for finding ways and means of publishing joint or individual
research studies; newsletter to members, a quarterly bulletin, or books; for publicity; for staging
radio and television programs.
- HISTORIC SITES COMMITTEE - responsible for establishing the historic validity of sites proposed for
marking; for marking historic sites; for arranging historic tours.
- PROGRAM COMMITTEE --- responsible for arranging suitable programs, for setting time, place and date
- MEMBERSHIP COMMITTEE --- responsible for membership drives and processing new candidates for membership.
- NOMINATIONS COMMITTEE --- responsible for soliciting and making nominations as provided for under Article IV.
SECTION 2. The President may appoint such other committees as needed.
SECTION 3. Each committee shall be headed by a Chairperson who shall be appointed by the President.
This Chairperson shall serve as a Director on the Governing Board.
SECTION 1. The fiscal year shall begin January 1 and end December 31 of each calendar year.
SEAL OF THE CORPORATION
SECTION 1. The corporate seal shall be circular in form and have inscribed theron the name of
the corporation, the date of its incorporation and the word "Utah".
SECTION 1. Affairs of the Society shall be conducted according to Roberts Rules of Order.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. Except as the Governing Board may generally, or in particular cases authorize
the execution thereof in some other manner, all checks, drafts and other instruments for the
payment of money and all instruments of transfer of securities shall be signed in the name and
on behalf of the Society, as may from time to time, be designated by the Governing Board. All
instruments of transfer of personal property, other than securities, all instruments of conveyance
of real property and all contracts and agreements shall be signed by such officers or agents as
the Governing Board shall direct, and in any event, they may be signed by any two (2) of the
following officers, namely, the President, President-Elect, Vice-President, Recording Secretary,
Corresponding Secretary or Treasurer. The Governing Board may authorize and empower one or more
officers or agents of the Society to execute and deliver any and all papers and documents, or to
do other acts or things on behalf of the Society, including any required or convenient in dealing
with Governmental authorities.
SECTION 2. DEPOSITS: All funds of the Society shall be deposited from time to time to the
credit of the Society in such banks, trust companies, or other depositories as the Governing Board
SECTION 3. GIFTS: The Governing Board may accept on behalf of the Society any contribution,
gift, bequest, or device for the general purposes or for any special purposes of the Society.
AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority
of the Governing Board present at any regular meeting or at any special meeting, if at least two
days' notice is given of intention to alter, amend, or repeal or to adopt new By-Laws at such meeting.
This corporation may be dissolved with the assent given in writing and signed by not less than
two-thirds (2/3) of the Governing Board. Upon winding up and dissolution of this corporation,
after paying or adequately providing for the debts and obligations of the corporation, the
remaining assets shall be distributed to a non-profit fund, foundation or corporation, which is
organized and operated exclusively for historical, cultural, educational or preservation activities
including fund raising for such objectives and which has established its tax-exempt status under
Section 501(C)(3) of the Internal Revenue Code.
It is intended that the Corporation shall have the status of a corporation which is exempt from
Federal income taxation under Section 501(A) of the Code as an organization described in Sect.
501(C)(3) of the Code and which is other than a private foundation by reason of being described
in Section 509 (a)(2) of the Code. These Articles shall be construed accordingly, and all powers
and activities of the Corporation shall be limited accordingly. The Corporation shall not carry
on propoganda or otherwise attempt to influence legislation to such extent as would result in
loss of its exemption from Federal income tax under Section 501(C)(3) of the Code; nor shall any
activity of the Corporation consist of participating or intervening (including the publishing or
distributing of statements in any political campaign on behalf, of or in opposition to any
candidate for public office.