BY LAWS OF THE SITKA HISTORICAL SOCIETY, INC.

Article I – NAME

The name of the corporation is: The SITKA HISTORICAL SOCIETY, INC.

Article II – DURATION

The duration of this corporation shall be perpetual.

Article III – PURPOSE

The SITKA HISTORICAL SOCIETY, INC. is a non-profit corporation incorporated under the laws of the State of Alaska and created for the purpose of providing educational programs and cultural experiences, which involve participants of all ages in the history of Sitka.
Section 1. The purposes of the corporation are set forth in its Articles of Incorporation and shall be defined as education according to Section 501 (c.) (3) Of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).
Section 2. To do and engage in any and all lawful activities that may be incidental or reasonably necessary to the foregoing purposes and to have and exercise all other powers and authority now or hereafter conferred upon non-profit corporations under the laws of the State of Alaska.

Article IV – Place of Business

The principal office of the corporation shall be located at 330 Harbor Drive, Sitka, AK 99835

Article V – MEMBERSHIP

Section 1. Voting Membership
a. The voting members of this corporation shall consist of any person interested in the history of Sitka whose dues are paid and current.
b. Each membership shall be entitled to one vote on each matter submitted to a vote of members.
c. Only members in good standing may hold office or vote to change Bylaws. Prior to such elections, members who desire to vote must display their membership credentials to the officials at the registration desk.
Section 2. Non-voting Membership
In addition to regular membership, any institution or individual who supports the purpose of THE SITKA HISTORICAL SOCIETY, INC. and does not reside in Sitka may become a non-voting associate member of the Corporation by payment of annual dues in an amount determined by the Board.

ARTICLE VI – DUES AND FEES

Section 1. Each member participating in the corporation shall pay an annual membership fee as determined by the Board of Directors.
Section 2. The Board of Directors may establish such additional dues and assessments, as it may deem necessary.

ARTICLE VII – DIRECTORS

Section 1. The business and property of the corporation shall be managed by a board comprised of 8 to 12 directors.
a. Directors shall serve for two years or until the election, qualification and acceptance of office of duly elected successors.
b. Any vacancy occurring in the Board of Directors by reason of resignation, death or disqualification of an elected member shall be filled within three months by a majority vote of the remaining members of the Board of Directors.
c. At their discretion the Board of directors may appoint two non-voting advisory members to represent (1) Volunteers, (2) Past officers of the board and/or long term board members. Advisory members are not required to attend all meetings.
Section 2. Full authority to administer all properties, monies and affairs of the corporation shall be vested in the Board of Directors.
Section 3. The Board of Directors may provide by motion the time and place for holding of regular meetings of the Board without other notice than such motion. Special meetings of the Board of Directors, including the time and place of the meetings, may be called by the President or at the request of any three directors. Written notice shall be provided to each Director at his or her address as shown by the records of the corporation. A quorum at any meeting shall consist of at least 50% of the Directors in good standing. A minimum of five meetings shall be held in a fiscal year.
Section 4. In the event that business comes before the Board at times when it cannot meet, voting may take place by a telephone poll or e-mail of the board members.

ARTICLE VIII – OFFICERS

Section 1. Officers of the corporation shall be President, Vice-President, Secretary and Treasurer.
Section 2. Officers shall be elected by the Directors of the corporation from their members. Each officer shall serve for a period for a period of one year, or until the election, qualification and acceptance of office by his or her duly elected successor, whichever is sooner. All officers may serve successive terms. If any office is vacated for any reason except expiration of term, the Board of Directors may elect one of its members to fill the office.
Section 3. The President shall be the principal officer of the corporation and shall preside at all meetings of the members of the Board of Directors. The President shall sign with the Secretary, Treasurer or other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors has authorized to be executed.
Section 4. The Vice-President shall carry out the duties of the President in the absence or incapacity of the President.
Section 5. The Secretary shall keep the minutes of all meetings and sign with the President such instruments as require their joint signatures.
Section 6. The Treasurer shall monitor the care and custody of all funds, money and property of the corporation.
Section 7. In addition to the above assigned duties, officers shall make such reports and perform such other duties as are incident to their respective offices or are properly required of them by the Board of Directors.
Section 8. The President may appoint a Parliamentarian to advise on procedures and the conduct of the business of the Society.
Section 9. The Board of Directors may appoint a newsletter editor, who may appoint staff to assist in publishing the newsletter. Editorial staff is subject to the approval of the Board of Directors.

ARTICLE IX – ELECTIONS

Section 1. Election of directors shall take place at the Annual Meeting and shall be by ballot cast by members attending. Election shall be a simple majority of those present and eligible to vote.
Section 2. The President shall appoint no later than the last meeting before the Annual Meeting three members of the nominating committee. The committee shall submit a slate of replacements for outgoing board members. The President shall ask for further nominations from the floor.
Section 3. Officers shall be elected by the Board of Directors from among its members at the first meeting of the Board following the Annual Meeting. The retiring President of the Society shall install newly elected officers. No person may be declared an officer until formally installed.
Section 4. In the event of a tie between two leading candidates for the Board of Directors or an office, there shall be a run-off ballot to decide the winner.

ARTICLE X – MEETINGS

Section 1. The Annual Meeting shall be held for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The meeting shall be held at such place as is stated in the notice of the meeting.
Section 2. Special meetings of the members, including the time and place of meeting, may be called by the President and by three members of the Board of Directors, or by written request of twenty percent of the voting members of the corporation. Notice of such meetings shall be given at least fourteen days prior to the meeting by written notice to each member at the mailing address as shown by the records of the corporation.
Section 3. A quorum of any meeting of the members shall consist of those present at a regular or special meeting of the corporation. A majority of votes shall decide any questions that may come before the meeting. The only business, which may be transacted, is that which was included in the notice of the meeting.

ARTICLE XI – WAIVER OF NOTICE

Any notice of any regular meeting or any special meeting which is required by the Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Alaska to be given to the members or directors of the corporation may be waived in writing by any member or director or by the personal attendance of such member or director at such meeting.

ARTICLE XII – RULES AND WAIVER OF RULES

Robert’s Rules of Order shall govern all meetings. Any rule or procedure prescribed herein for regular and special meetings of members and directors other than those rules dealing with quorum and vote requirements may be waived on motion or resolution adopted by a majority of votes cast. Such waiver shall be noted in the minutes of the meeting.

ARTICLE XIII – CONTRACTS, DEPOSITS AND FUNDS

Section 1. Contracts for this corporation shall be made on behalf of the corporation and upon such terms as the Board of Directors or other authorized representatives of the corporation shall in each case determine. The Board of Directors may contract for any employee or employees as they see fit. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. All funds of the corporation shall be deposited to the credit of the corporation in such bank, trust company or other depository as the Board of Directors may select.

ARTICLE XIV – FISCAL YEAR

The fiscal year for the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XV – SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle to have inscribed thereon the name of the corporation the words “Corporate Seal of The Sitka Historical Society, Inc.”

ARTICLE XVI – AMENDMENTS

These Bylaws may be amended, repealed or restated by a simple two-thirds majority vote of the assembled members in a public meeting of The Sitka Historical Society.

ARTICLE XVII – DISSOLUTION

At any regular meeting or any special meeting of the members called and noticed for such purpose, the corporation may elect to dissolve by a vote of two-thirds of those present and voting. In the event such dissolution is voted, the members shall designate three members as trustees who, on behalf of the corporation, shall liquidate its assets and distribute them in accordance with the provisions of the Articles of Incorporation.

KNOW ALL PEOPLE BY THESE PRESENT, that I, the undersigned, the duly elected Secretary of The Sitka Historical Society, a non-profit corporation, do hereby certify that the foregoing Bylaws were duly adopted as the Bylaws of said corporation by a majority vote of all the members present at a duly called meeting at Sitka, Alaska, on the 10th day of October, 2008.

IN WITNESS WHEREOF, I have hereunto set my signature and affixed the corporation’s seal on the _____day of October 2008.

/s/ Jere Christner_______________________________________
Jere Christner, Secretary