ARticle 1 --   membership and meetings

Section 1. The membership of this Heritage Society shall consist of the incorporators herein and thereafter shall consist of all those who support the Society and are current in their dues. No person shall be denied membership in the Kenmore Heritage Society on the basis of race, creed, or religion. Membership dues shall be set by the majority of the board sand approved by the general membership.

Section 2. The Annual Meeting of the membership shall be held in November of each year for the purpose of election of Officers and Trustees. The Executive Board shall consist of Officers and Trustees. Notice of Annual Meetings shall be delivered to members, either personally or by U. S. Mail, or by email, not less than ten (10) days prior to the meeting to those members entitled to vote. Special meetings may be called at any time by the President or Executive Board as necessary. The membership shall be notified at least forty-eight (48) hours in advance e of any called special meeting.

Section 3. At any meeting of the membership, either monthly or annually, a simple majority of the members present shall constitute a quorum (one (1) over), and each member shall be accorded one (1) vote.

Section 4. All meetings are to be conducted using Roberts’ Rules of Order, latest edition.

Section 5. Corporate Seal: A corporate seal shall be provided and retained by the Secretary of the Executive Board. All official documents of the Society shall bear the Corporate Seal.

ARTICLE II -- MANAGEMENT

Section 1. The business and property of the Kenmore Heritage Society shall be managed by a Board comprised of the Officers and Trustees. The President, Vice-President, Secretary and Treasurer shall serve for one (1) year with no term limits. Each Trustee must be willing to serve on the Board for two (2) years, to fill offices designated as positions 1 through 7. Trustees elected to positions 1, 2, 3 and 4 are to be elected in even numbered years, and to positions 5, 6 and 7 are to be elected in odd numbered years. The Board shall provide for the storage and care of the Archives.

Section 2. Any Officer or Trustee may be removed from office “for cause” by a vote of seven (7) of the other Executive Board members. Written notice for a removal must be given to that member at least thirty (30) days prior to the date of the meeting for removal. Such notice must state “cause” for vote to remove.

Section 3. Each member of the Executive Board shall possess one (1) vote in all matters coming before the Board. Voting at meetings of the Board shall be by each member, in person, with no proxies allowed and with six (6) Board members constituting a quorum.

Section 4. Any vacancy that may occur on the Executive Board by reason of death, resignation or removal of any position may be left vacant or may be filled by a majority vote of the remaining Executive Board members; such person shall fill the remaining term of his/her predecessor.

Section 5. No Officer or Trustee, elected or appointed, will receive any compensation for his/her service. However, any pre-approved out-of-pocket costs on behalf of the Kenmore Heritage Society may be reimbursed.

ARTICLE III -- DUTIES OF TRUSTEES AND OFFICERS

Section 1 – President: The President shall serve as Chairman and preside at all meetings of the Executive Board and General Membership, supervise all activities of the Corporation, see that all orders and resolutions of the Board are carried out, sign all legal documents, co-sign promissory notes, and perform any such other duties usually inherent to such office.

Section 2. -- Vice-President: The Vice-President shall act in the place and stead of the President in his/her absence and shall exercise and discharge such other duties as the President or Executive Board may direct.

Section 3. Secretary: The Secretary shall keep all minutes of all meetings and a record of all votes during elections, shall be responsible for keeping current records showing members of record, their entitlement to vote, and their current addresses and perform any other secretary functions that the President asks.

Section 4. Treasurer: The Treasurer shall be responsible for receipt and deposit in appropriate bank accounts, as designated by the Executive Board, all monies of the Kenmore Heritage Society and keep all books of account.

ARTICLE IV -- FINANCES

Section 1. All checks written on the Society accounts in the amount of $250.00 or more must be signed by any two of the authorized signers.

Section 2. Every two years a review/audit of the Society’s accounts must be made under the authority of the Executive Board at the close of the second fiscal year. An outside performance review/audit shall be performed upon the change of office of the Treasurer. The result of the review/audit shall be made available to the general membership.

ARTICLE V -- COMMITTEES

Section 1. The President or the Executive Board may appoint, from time to time, other special committees as deemed appropriate to carry out a specific function.

Section 2. Nominating Committee: When required, a Nominating Committee shall be appointed by the Board two (2) months prior to the Annual Meeting of the membership.

1.      The Nominating Committee shall report at the regular meeting and through the newsletter at least 30 days prior to the Annual Meeting.

2.      The Officers/Trustees may be elected at the Annual Meeting and shall assume office on January 1 the following year.

ARTICLE VI -- DISSOLUTION OF KENMORE HERITAGE SOCIETY

Section 1. Should it become necessary to dissolve the Kenmore Heritage Society, all remaining funds and property will be made available to AKCHO or its successor.

ARTICLE VII -- AMENDMENTS

Section 1. These By-Laws may be amended, repealed, or altered, in whole or in part, by the vote of the membership. Notice to all entitled to vote shall be notified at least ten (10) days in advance of the meeting date of such action.