Bylaws originally ratified at Marthasville, MO, October 16th, 2008
Article I. Name
The name of this organization shall be Friends Of Daniel Boone's Burial Site In Missouri, Inc., herein referred to as the Friends. It shall incorporate under Missouri's statutes for a not-for-profit corporation.
Article II. Objectives and Purposes
The Friends is formed as a 501(c)(3) charitable, historical, and educational in nature. It supports its members' efforts to promote a correct understanding of the history related to Daniel Boone and the Boone family in Missouri, while also promoting and preserving any related Boone historic sites in Missouri, primarily the Bryan-Boone Cemetery and adjacent property near Marthasville in Warren County.
The Friends is organized without profit as a motivation. Its officers, directors, and members may not personally profit from the work, income or property of the Friends.
Article III. Membership
Any person who has an interest in the objectives and purposes of the organization is eligible to be a member of the Friends Of Daniel Boone's Burial Site In Missouri, Inc..
Membership consists of persons who have paid and kept current with their membership dues.
Each member shall be entitled to one vote on matters coming before the Friends on issues voted on by the General Membership.
The members of the Friends shall not be liable for the Friends obligations.
Article IV. Governance, Officers and their Duties
The Friends of Daniel Boone's Burial Site in Missouri, Inc. (herein referred to as the Friends) shall be governed by the organization's total membership, with a Board of Directors (herein referred to as the Board or as Directors) managing the day-to-day business of the Friends between the General Membership Meetings. The Board shall be elected by the General Membership; being the four Officers (President, Vice-president, Treasurer, and Secretary), the Historian, and the Chairpersons of active Committees.
Each member of the General Membership, and at Board meetings each member of the Board, shall have a single vote on issues that require a formal or consensus decision
All decisions required between the General Membership Meetings shall require Board participation and Board approval, unless stated otherwise in the following Articles. All Board decisions shall be presented in the form of Minutes of Meetings to the General Membership at the following Membership Meeting.
The President shall preside at all meetings, and with the Board's approval appoint Chairpersons and the members of Standing and Special Committees and any special delegate as needed by the Friends; and shall appoint a parliamentarian for meetings. The President may interpret issues not clearly resolved in these Bylaws.
The Vice President shall perform various duties as requested by the Board.
The Treasurer shall safekeep the Friends funds and maintain proper detailed financial records as approved by the Board; deposit all monies with a reliable financial institution in the name of the Friends of Daniel Boone's Burial Site in Missouri, Inc. as approved by the Board; disburse funds in payment of authorized obligations in a timely manner; and submit a quarterly financial summary to the Board; and adhere to any rules stated in the Friends of Daniel Boone's Burial Site in Missouri - "Rules of Order" -"SECTION VI, Funds and Financial Records."
The Secretary shall keep the minutes of all of the Friends meetings; keep current and accurate lists of the various Committees as well as Membership Register; and conduct necessary communications with the Board and the members; and adhere to any rules stated in the Friends of Daniel Boone's Burial Site in Missouri- "Rules of Order"- "SECTION V, Minutes and Records of Meetings."
The Historian shall represent the Friends obligation as the leading source for Boone history and genealogy knowledge.
Article V. Elections and Vacancies
The Officers of the Friends shall be elected to serve terms of four years, with the terms being staggered so that during the initial vote, the President and Secretary are elected for four years, and the Vice-president and Treasurer for two years. In subsequent voting years thereafter, the terms for each will be for four years.
The Historian shall be appointed by the General Membership at the original meeting when the first Officers are elected. The duration of the Historian position shall be indefinite, and run until the Historian resigns or the General Membership so desires to appoint a different person to that role.
Committee Chairpersons and Committee members, as appointed by the Board, shall serve for a duration subject to the Board discretion.
If it is considered appropriate by any three Board members that the President or any other Board member has become incapacitated and/or unable to function or participate properly for conducting the Friends' business, those Board members, together, may initiate a vote by the Board. If, in the case of the President, the majority vote is for replacement, the Vice-president shall assume the title and office of the President.
An Officer or other Board member may be recalled by petition of a majority of the General Membership (as listed on the Secretary's Membership Register), delivered to a General Membership meeting. The petition must clearly state the name of the Board member, plus the signatures of the petitioners.
Should any vacancy occur due to the departure or incapacity of any Board member or Committee Chairperson, the vacancy shall be filled in a permanent manner, and the vacancy of an Officer or the Historian in a temporary manner. The latter two vacancies shall be filled in a permanent manner at the next meeting of the General Membership. All vacancies shall be filled within two months.
Nominations for Officer positions or the Historian may be made by any Friends member. Nominations many also be suggested or recommended by the Board. If a nominee is not present at the election meeting, a letter from the nominee acknowledging willingness to serve in that office must presented at the meeting.
Elections shall take place at such times so that the new Officers will take office at the start of November on those years when elections are held.
A committee appointed by the Board, consisting of at least two non-Officer Directors and two members who are not Directors, shall be appointed to oversee elections. Votes by ballots can be requested by a motion and second by any members. If ballots are required, the ballots shall be kept by the Secretary for six months following the General Membership Meeting, to allow review by any member.
No limit shall be placed on the number of terms that Board members may serve.
All votes shall be decided on the basis of a majority vote, unless stated otherwise in this set of Bylaws. Only those members attending the General Membership Meeting at the time of voting will be considered voting members.
Article VI. Meetings and Quorums
Board meetings shall be held as a minimum on a monthly basis via E-mail or in person, and General Membership meetings shall be held as a minimum quarterly until such meetings seem not to serve a useful purpose; thereafter meeting times are to be established meeting by meeting, with Board meetings being at least quarterly, and General Membership meetings being at least annually.
Special Board meetings may be called by any member of the Board on specific issues, with all Board members being notified, and a quorum of Board members attending. Special General Membership meetings may be called by the Board with notice given at least seven days prior to the General Membership meeting.
A majority of Board members being present shall constitute a quorum for the purpose of conducting business at a Board meeting.
The lesser of fifteen members or 30 percent of the General Membership being present, shall constitute a quorum for the purpose of conducting business at a General Membership meeting. The fifteen members shall include no less than a quorum of the Board members.
Article VII. Parliamentary Procedures
Friends meetings, shall be governed by the Friends of Daniel Boone's Burial Site in Missouri - "Rules of Order". "Robert's Rules of Order, Newly Revised" shall be defaulted to whenever a needed interpretation is not covered in the Friends of Daniel Boone's Burial Site in Missouri- "Rules of Order". All Rules of Order shall be interpreted by the appointed Parliamentarian. Revisions to the Friends of Daniel Boone's Burial Site in Missouri- "Rules of Order" require a two-thirds vote of the full Board of Directors.
Article VIII. Expenditures
Members, in electing the Board to conduct business on their behalf, grant the Board permission to use Friends funds in accordance with the Bylaws.
Certain expenditures are considered ongoing operating expenses, such as the cost of printing and mailing notices, newsletters, business cards, brochures, and postage. Such items do not require pre-approval. On all other items which have not been pre-approved by the Board, the President shall authorize all expenditures less than $500. Expenditures from $500 upward shall require approval by the Board.
When such support is necessary and the treasury can provide for it, the Board may hire one or more persons as paid staff. Paid staff may be Members.
The Friends may reimburse its Directors, employees or agents for expenses, when such expenses are on behalf of the Friends, and have been pre-approved by the Board.
Article IX. Amendments
Amendments to the Bylaws or the Articles of Incorporation may be initiated by any member with majority approval by the Board, or with a petition signed by ten members. The intent of the amendment and its expected effect shall be clearly explained by its initiator(s) to the Board prior to its submittal to the General Membership.
Article X. Dissolution
In the event that the Friends of Daniel Boone's Burial Site in Missouri, Inc. should be required to dissolve, and good faith attempts by members to reconstitute it in the guise of a similar not-for-profit organization are not successful, then the Directors shall provide for the full payment of the Friend's debts with its liquid assets. At the Board's discretion, any of the Friends' remaining liquid assets shall then be donated to such organizations as are described in Sections 2 and 3.
Other assets of the Friends, including databases and historic artifacts, shall be conveyed by the Board to one or more organizations that operate for charitable, genealogical, educational or scientific purposes in subject areas consistent with Article II, and which qualify as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Service Code.
Organizations that the Board may notify, regarding the Friends's intent to dissolve, so that they might confirm their qualifications to obtain the Friends' assets include, but are not limited to:
Washington Missouri Historical Society, Washington, MO
Boone-Duden Historical Society, St. Charles-Warren Counties, MO
The Boone Society, AR
Warren County Historical Society, MO
Missouri State Society of the National Society of the Daughters of the American Revolution