Historic Crawford Foundation, Inc.

HISTORIC CRAWFORD FOUNDATION, INC.

BYLAWS

ARTICLE I

MEMBERSHIP

Section 1. Membership in the Historic Crawford Foundation, Inc. shall be open to persons, corporations, firms, institution and friends of the county, whether residents or not, who have paid the required membership fee for the current year. Persons may become members of this foundation without regard to age, sex, race, religion, or national origin upon payment of dues as provided in the bylaws.

Section 2. Any person, corporation, firm, or institution interested restoration and preservation of the old Crawford County courthouse and establishment of a county museum and visitor center who applies for membership in any classification of membership and who tenders the necessary dues shall thereby become a member. Dues are payable January 1^st of each year.

Section 3. Annual dues for student members shall be $10.00.

Section 4. Annual dues for individual members shall be $35.00.

Section 5. Annual dues for family memberships shall be $50.00.

Section 6. Annual dues for patron memberships shall be $100.00.

Section 7. Annual dues for sponsor membership shall be $250.00.

Section 8. Annual dues for benefactor membership shall be $500.00

Section 9. Annual dues for Corporate membership shall be $1,000.00.

Section 10. Other membership levels may be established by action of the executive board.

Section 11. All members in good standing shall be called to meet annually for election of officers and directors, report from the president on business of the foundation; and such other business as may be properly brought before the meeting. This meeting shall be held on the second Monday in March of each year. Special meetings of the membership may be called by the president or in the absence of the president, by the vice president. Notice of the annual meeting and any called meetings shall be mailed to all members at least two weeks before such meetings.

Section 12. Members of the foundation shall automatically be granted membership in the Crawford County Historical Society.

ARTICLE II

OFFICERS

Section 1. Officers of the foundation shall be president, vice president, secretary, and treasurer.

Section 2. Each officer shall be elected for a term of two years following an initial staggering arrangement whereby the president and treasurer shall serve three years.

Section 3. At least 90 days prior to the board’s regular February meeting, the president shall appoint a nominating committee to investigate the qualifications and availability of persons who might serve as officers. The committee shall report its recommendations for such positions to the board at least 30 days prior to its February meeting. Subject to approval by the board, nominees shall be presented to the membership for election at the annual meeting. Nominations from the floor shall be accepted. The officers shall be elected by majority vote and shall take office at the end of the annual meeting.

Section 3a. President – The president shall preside at all meetings of the foundation and the executive board; may call special meetings of the membership or the executive board; shall appoint all committee chairs and shall be an ex-officio member of all committees except the nominating committee. He or she shall also be responsible for fulfillment of all requirements of a 501(c) 3 nonprofit corporation.

Section 3b. Vice President – The vice president shall serve as president-elect of the foundation; shall assist the president in the work of the foundation; shall serve in the president’s stead in his or her absence or inability or refusal to carry out such duties.

Section 3c. Secretary – The secretary shall keep permanent records of the minutes of the foundation and executive board and perform the duties required of the corporate secretary by law. It is the secretary’s responsibility to acquire and keep a current copy of the corporation’s letter of determination as a non-profit corporation operating under Section 501 (c) (3) of the current Internal Revenue code. The secretary shall conduct or cause to be conducted the correspondence of the foundation and shall keep an up-dated and accurate record of all members on file.

Section 3d. Treasurer – The Treasurer shall serve as chair of the finance committee; shall keep accurate records of all monies received and disbursed by the foundation; shall keep such records on file in such place designated by the executive board and shall present such records to the board on request; shall deposit all monies received in one or more banks or financial institutions located in Crawford County to the credit of the foundation as approved by the executive board; and shall submit a written report for the fiscal year just ended at each annual meeting. The treasurer shall have authority to pay from foundation funds just and normal bills for day-to-day expected operation of the foundation. All checks written by the treasurer shall require the signature of the treasurer and one other member of the executive board. Expenditures outside the normal operational requirements and exceeding $200 shall require the approval of the board.

Section 4. A vacancy in any office shall be filled for the remainder of its current term by the executive board at a duly convened meeting providing the notice thereof contains advice of such election.

ARTICLE III

Executive Board

Section 1. The president, vice president, secretary, treasurer, capital funds campaign chairman, construction chairman, and membership chairman shall form the executive board, which shall be charged with day to day administration of the foundation.

Section 2. The terms of the executive board shall be two years, corresponding with terms of offices and committee chairmanships.

Section 3. The executive board shall meet on the second Monday of each month. Other meetings can be called at the discretion of the president.

ARTICLE III

COMMITTEES

Section 1. The foundation shall have the following standing committees:

1. Finance – consisting of the treasurer as chair, along with a capital funds committee chair and a grant writing committee chair to research and oversee collection, budgeting, and expenditure of funds

2. Public Relations/Marketing – responsible for all marketing and public relations involved in promoting the work of the foundation including tourism, programming and special events

3. Membership – responsible for membership drives and processing applications of prospective member.

Section 2. The executive board may convene and fill other standing and ad hoc committees with powers to be determined by the board. Standing committee chairs shall be appointed by the president for terms of two years, following an initial three-year appointment of the construction chair to achieve staggered terms. Committee members shall be appointed by the president or committee chair at the discretion of the president. Committee meetings will be called at the discretion of the committee chair. Sub-committees may be appointed at the discretion of the committee chair. Committee chairs shall present reports of the activities of their respective committees at the annual meeting.

ARTICLE IV

GOVERNANCE

Section 1. Voting – A majority of those eligible shall constitute a quorum to transact regular business at the annual meeting and meetings of the executive board, providing members have been duly notified of said meeting at least two weeks in advance

Section 2. Authority – Robert’s Rules of order shall cover matters of proceedings not otherwise covered hereunder and shall govern the foundation in all cases where it does not conflict with the constitution and bylaws.

ARTICLE V

AMENDMENTS

Amendments to these bylaws may be approved by a majority vote of the executive board, subject to ratification by a majority of members in good standing present at the annual meeting, providing a quorum is achieved.

Approved by vote of the membership this 14th day of March, 2005

Brenda Carroll
President

Elaine Westberry
Vice President

Mona Lowe
Secretary

Kim Gordon
Treasurer