·
Board of Directors
Marc Houseman - President
Jim Jackson - Vice President
Sheryl Brewe - Secretary
Cathie Schoppenhorst -
Treasurer
Ken Kamper - Historian
(NOTE: 501(c)(3) status pending IRS approval)
FRIENDS
OF DANIEL BOONE’S BURIAL SITE IN MISSOURI BYLAWS
Bylaws originally ratified at Marthasville, MO,
October 16th, 2008
Article I. Name
Section 1. 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
Section 1. 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.
Section 2. 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
Section 1. 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.”.
Section 2. Membership
consists of persons who have paid and kept current with their membership dues.
Section 3. Each
member shall be entitled to one vote on matters coming before the “Friends” on
issues voted on by the General Membership.
Section 4. The
members of the “Friends” shall not be liable for the “Friends” obligations.
Article IV. Governance, Officers and their Duties
Section 1. 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,
Section 2. 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.
Section 3. 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.
Section 4. 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.
Section 5. The Vice
President shall perform various duties as requested by the Board.
Section 6. 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”.
Section 7. 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”.
Section 8. The
Historian shall represent the “Friends” obligation as the leading source
for Boone history and genealogy knowledge.
Article V. Elections and Vacancies
Section 1. 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.
Section 2. 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.
Section 3. Committee
Chairpersons and Committee members, as appointed by the Board, shall serve for
a duration subject to the Board discretion.
Section 4. 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 “Friend’s” 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.
Section 5. 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.
Section 6. 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.
Section 7. 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.
Section 8. 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.
Section 9. 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.
Section 10. No limit
shall be placed on the number of terms that Board members may serve.
Section 11. 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
Section 1. 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.
Section 2. 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.
Section 3. A majority
of Board members being present shall constitute a quorum for the purpose of
conducting business at a Board meeting.
Section 4. 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.
Section 1. “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
Section 1. Members,
in electing the Board to conduct business on their behalf, grant the Board
permission to use “Friends” funds in accordance with the Bylaws.
Section 2. 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.
Section 3. 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.
Section 4. 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
Section 1. 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
Section 1. 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 “Friend’s” remaining liquid assets shall then be donated
to such organizations as are described in Sections 2 and 3.
Section 2. 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.
Section 3.
Organizations that the Board may notify, regarding the “Friend’s” intent
to dissolve, so that they might confirm their qualifications to obtain the
“Friend’s” assets include, but are not limited to:
Ø
Washington Missouri
Historical Society, Washington, MO
Ø
Boone-Duden Historical
Society, St. Charles-Warren Counties, MO
Ø
The Boone Society, AR
Ø
Warren County
Historical Society, MO
Ø
Missouri State Society
of the National Society of the Daughters of the American Revolution, MO