ARTICLE I – NAME
The name of this corporation is “The
Wake County Historical Society, Inc.”, and in these
bylaws is referred to as “the Society.”
II – OBJECTS
objects of the Society are as set forth in the
Articles of Incorporation.
ARTICLE III – MEMBERSHIP
Section 1. Any person, group, firm, business or
organization interested in the history of Wake
County who applies for membership in any
classification of membership and who tenders the
necessary dues shall thereby become a member.
Section 2. Annual dues for individual members
shall be fifteen dollars ($15.00).
Section 3. Annual dues for husband and wife
membership shall be twenty-five dollars. ($25.00).
Section 4. Annual dues for contributing members
shall be fifty dollars. ($50.00).
Section 5. Annual dues for corporate members
shall be fifty dollars ($50.00).
Section 6. Annual dues for sustaining members
shall be one hundred dollars ($100.00).
Section 7. Honorary membership may be
conferred upon any person whose activities have
contributed to the objectives of this corporation
and who, by reason of his work and activities in the
historical field shall be entitled to special
recognition. Honorary members may be elected by a
three-fourths vote of members present at an annual
meeting, after nomination by the Board of Directors.
Section 8. Compensatory membership – a
one-year membership may be conferred upon a person
as payment for his contribution through a service
rendered to this organization during the current or
previous year, Compensatory memberships may be given
by the Board of Directors, requiring no vote by the
ARTICLE IV – DUES
Section 1. Annual dues shall be
payable on or before July 1 of each year.
Section 2. Any member who has not
paid his dues by September 1 of the year shall be
sent a reminder. If no payment is received by
October 1, they shall automatically be dropped from
the membership unless the Board of Directors shall
have extended the tie for payment.
ARTICLE V – MEETINGS
Section 1. Meetings of the
membership of the Society shall be held at such time
and place as the president or any other two officers
shall determine, provided that at least three days
notice of such meeting shall be given to each
member, and provided further that there shall be at
least four meetings of the membership each year.
Section 2. The Board of Directors,
provided for in Article VII, shall meet at least
once each quarter and at such additional times as
the president may determine.
Section 3. Te last meeting of the
fiscal ear shall be designated as the Annual
Meeting. The election of officers shall take place
at this meeting each year.
ARTICLE VI – OFFICERS, DIRECTORS AND ADVISORS
Section 1. Officers –
Officers of the Society shall be president, vice
president, recording secretary, corresponding
secretary and treasurer. All officers shall serve
for a term of two (2) years, beginning July 1
following their election.
Section 2. Directors – The
nine (9) directors of the Society shall be: three
(3) directors elected annually for a term of three
(3) years to succeed those directors whose terms
expire the following June 30. The directors shall be
nominated and elected by the incumbent Board of
Section 3. Advisors – There
shall be three (3) advisors:
(historical reference information);
Clerk (maintain scrapbook); and
bylaws). These shall be advisors to the board but
not members thereof.
Section 4. Nominations – At the Annual Meeting
each year, the nominating committee, hereinafter
provided for, shall submit for the consideration of
the membership a list of nominees with at least one
(1) nomination for each office to be filled, after
which the presiding officer shall entertain
nominations from the floor for each office to be
filled. The nominee receiving a simple majority of
the votes shall be declared elected.
Section 5. A vacancy in any office or committee
chair shall be filled by a majority vote of the
Board of Directors for the unexpired term, except
that of president. Whenever the office of president
becomes vacant, the vice president shall
automatically become president. In the case of a
director, the vacancy shall be filled until the next
Section 6. In the event these Bylaws fail to
specify any procedure necessary for the election of
officers and directors, such procedure shall be
provided by Robert’s Rules of Order.
ARTICLE VII – BOARD OF DIRECTORS
Section 1. The Board of Directors
of the Society shall consist of fifteen (15) members
and shall include the president, vice president,
recording secretary, corresponding secretary,
treasurer and nine (9) elected directors, all of
whom shall be elected as hereinafter provided. The
immediate past president shall automatically become
a member of the Board of Directors for a term
corresponding to the current president’s term.
Section 2. No project in which the
assistance of the membership of the Society at large
is necessary or intended to be utilized shall be
finally adopted by the Board of Directors without
the prior approval of the full membership by a
majority vote of those present at the meeting at
which the vote is taken.
Section 3. Subject to other
provisions of these Bylaws, the Board of Directors
shall have control and management of the affairs,
property and finances of the corporation.
ARTICLE VIII – DUTIES OF OFFICERS
Section 1. The duties of officers
shall be as hereinafter provided and such as their
title by general usage and acceptance would
indicate, and such other duties as may be assigned
them respectively by a majority vote of the
membership of the Board of Directors.
Section 2. The president shall be
chairman of the Board of Directors and shall preside
at all meetings of the Board of Directors and of the
membership of the Society but he may in his
discretion designate someone to preside at any
meting. It shall be the duty of the president to
appoint committees to carry out the purposes and
objectives of this corporation. The president shall
be ex-officio member of all committees and he shall,
in general, exercise supervision over the affairs of
Section 3. The vice president shall
perform the duties of the president in the latter’s
absence, or failure and inability to act, and in
addition shall serve as chairman of the Program
Section 4. The recording secretary
shall be custodian of the seal of the corporation
and shall keep an accurate record of the proceedings
of all meetings of the membership of the corporation
and of the Board of Directors.
Section 5. The corresponding
secretary shall conduct the correspondence of the
corporation, and maintain the official files of
papers and documents created by all officers of the
Society, except the official minute book maintained
by the recording secretary.
Section 6. The treasurer shall
receive and disburse all funds of the Society and
shall account therefore; and shall keep an accurate
record of the membership of the corporation. All
money received by the Society shall be deposited in
a bank chosen by the Board of Directors; funds shall
be withdrawn only by means of a check signed by the
treasurer and countersigned by the president. The
Board of Directors may require the treasurer to post
a bond for the faithful performance of his duties.
ARTICLE IX – COMMITTEES
Section 1. There shall be the
following standing committees of the Society and,
unless otherwise provided, the president shall
appoint the members thereof. The duties of each
committee shall be suggested by its name and as may
be assigned to it by the president, the Board of
Directors, or the membership. The appointed members
shall serve until the appointment of their
Committee, consisting of the president as chairman,
president, the recording secretary, corresponding
secretary, treasurer and the immediate past
president not serving as an elected officer of the
A Program Committee of which the vice president
shall be chairman.
A Budget and Finance
Committee consisting of the treasurer as chairman,
the president, and the recording secretary.
Projects Committee which may have two (2) or more
chairmen or sub-
Section 2. One month prior to the
Annual Meeting, the president shall appoint a
nominating committee, composed of at least three (3)
members, including a chairman, whose duty shall be
to nominate at least one (1) person for each office
of the Society to be filled, and to report these
nominations to the Annual Meeting.
Section 3. The president shall,
from time to time, appoint such additional
committees as are deemed necessary for the
transaction of business or the accomplishment of any
ARTICLE X – DISSOLUTION
In the event of dissolution of the
corporation for any reason, all of the net assets
shall accrue to the exclusive benefit of the North
Carolina Division of Archives and History, or some
other agency or organization designated by the North
Carolina Division of Archives and History which is
devoted exclusively to serving educational and
charitable purposes within the meaning of the United
States Internal Revenue Code of 1954, as amended.
ARTICLE XI – QUORUM
Section 1. A quorum at any meeting
of the membership shall consist of the members
present at any particular meeting, provided that at
least ten percent (10%) of the dues paying members
must be present. Each member shall be entitled to
one vote provided he is present at any meeting at
which a vote upon any matter is to be taken.
Section 2. A quorum at any meeting
of the Board of Directors shall be a majority of
those members of the Board of Directors entitled to
ARTICLE XII – FISCAL YEAR
The fiscal year of this corporation
shall begin on July 1 of each year and shall
terminate on June 30 of the following year.
ARTICLE XIII – PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of
Order shall govern the proceedings of the Society,
except in such cases as are governed by these
ARTICLE XIV – AMENDMENTS
These Bylaws may be amended only when at
least two-thirds of the membership present vote to
do so at any meeting, with written notice of any
such meeting, giving the time, place and purpose of
such meeting, being sent to each member at east one
week in advance, provided a quorum is present.
Adopted March 10, 1964.
Amended March 27, 1967; May 25, 1970, June 21, 1976
and 1987, 1989; May, 1996.