Bylaws and
Organizational Consent


BYLAWS
OF
THE SHERIDAN HISTORICAL SOCIETY, INC.
A Colorado Non-Profit Corporation

PREAMBLE

NOW, THEREFORE, recognizing the need to establish a non-profit corporation to promote, solicit and encourage contributions which shall be devoted to the public use in the establishment and development of activities consistent with the purposes of historic preservation, we the Executive Committee of the Board of Directors of the Sheridan Historical Society, Inc., adopt the following By-Laws:

ARTICLE I

Name

The corporation shall be known as the Sheridan Historical Society.

ARTICLE II

Principal Office

The principal office of this Corporation shall be located in the Sheridan City Hall, 4101 South Federal Boulevard, Sheridan, Colorado 80110, or such other place as its Board of Trustees shall determine.

ARTICLE III

Purpose

The Corporation is organized to foster, encourage, and promote charitable, educational, scientific and cultural activities, to support projects which further the qualify of life in the Sheridan community, to receive any and all contributions and hold, invest, re-invest, manage or devote said monies or other properties so contributed to the uses and purposes herein mentioned, and to dispense, transfer, lease, dedicate or otherwise hypothecate any part of or all of such monies or properties as is deemed appropriate by the Trustees.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; and the Corporation shall not participate or intervene in any political campaign {including the publishing or distribution of statements) on behalf of any candidate for public office.

ARTICLE IV

Board of Trustees

Section 1. Number of Trustees: The number of Trustees of this Corporation shall at no time be less than three nor more than nine. The number of Trustees, within these limits, shall be determined from time to time by the then existing Board of Trustees and the number of Trustees, within said limits, may be increased or decreased from time to time by the Board of Trustees by appropriate resolution.

Section 2. Voting: Each Trustee shall have one vote on all questions before the Board, except that the President, shall vote only to break a tie, to create a quorum, or as a personal expression on an issue.

Section 3. Proxies Not Allowed: Trustees shall not be permitted to be represented or to vote by proxy at any meeting of the Board of Trustees.

Section 4. Selection of Trustees: Members of the Board of Trustees shall hold office from June 1 of each year until May 31 the next year or until their successors have been duly selected. Members of the next succeeding Board of Trustees to be selected upon recommendation of the Nominating Committee. At the first regular meeting of the Board following the initial appointment of its Trustees, Trustees shall draw lots for terms of office with one Trustee serving a three year term, one Trustee serving a two year term, and one Trustee serving a one year term until terms have been assigned to all Trustees. Thereafter, all appointments shall be for three year terms. Deleted: No trustee shall serve more than two successive three year terms. [Deletion adopted February 27, 1997.]

Section 5. Removal and Resignation of Trustees: Any Trustee may be removed at any time with or without cause by a vote of a majority of the other Trustees. Any Trustee may resign at any time by giving written notice to the Corporation and acceptance of such resignations shall not be necessary to make the resignation effective.

Section 6. Vacancies in Board of Trustees: Any vacancy occurring on the Board of Trustees, including a vacancy resulting from an increase in the number of members of the Board of Trustees, shall be filled upon recommendation of the Nominating Committee. A Trustee selected to fill a vacancy shall hold office until the next May 31st or until his successor is duly selected. A partial term does not constitute a full term for purposes of the two-term limit on a Trustee's service.

Section 7. Meetings of Trustees: The Board of Trustees shall hold a regular meeting quarterly each year at a time and place within the Sheridan area, State of Colorado, designated by the President of the Board of Trustees, or, upon his failure to act, by the Secretary of the Board or, upon his failure to act, by a majority of the Board of Trustees. Other meetings of the Board of Trustees may be held at such times and places within the Sheridan area as may be stated in the notice of such meetings.

Section 8. Notice of Meetings of Trustees: Three days' notice of any meeting of the Board of Trustees shall be given verbally or by mail to each member of the Board of Trustees stating the place, day and hour of the meeting and the nature of the business to be transacted. Notice by mail shall be deemed given upon depositing the same in the United States mail, addressed to the Trustee at his address as it appears on the books of the Corporation, with postage prepaid.

Section 9. Quorum for Meeting of Trustees: A majority of the Board of Trustees then acting shall constitute a quorum for the transaction of business and the acts or resolutions of a majority of Trustees present at any meeting at which a quorum is present shall constitute action of the Board of Trustees, unless otherwise stated in the By-Laws. If less than a quorum is present, the Trustees present may adjourn a meeting from time to time, to a time and place certain, without further notice other than by announcement at the meeting, and notice to Trustees pursuant to these By-Laws.

Section 10. Waiver of Notice of Meeting of Trustees: Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where the trustee attends a meeting for the express purpose of objecting to the notice given with respect to such meeting. A written waiver of notice or manner of calling any such meeting, signed by the Trustee or Trustees entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of notice of the meeting. The signatures of the trustees subscribed to the minutes of any meeting shall constitute such a written waiver of notice of the meeting.

Section 11. Action of Trustees Without a Meeting: Any action required to be taken at a meeting of the Trustees, or any other action which may be taken at a meeting of the Trustees, may be taken without a meeting if all of the Trustees entitled to vote with respect to the subject matter thereof consent in writing, setting forth the action so taken.

Section 12. Conflict of Interest: Individual Trustees shall avoid situations which would bring about a conflict of interest because of associations with the Corporation. If a conflict of interest should arise, the Trustee with the conflict shall abstain from participation and from voting on any matters which may constitute a conflict of interest. If, in the determination of the Board of Trustees, a Trustee has a conflict of interest which cannot be resolved, his resignation from the Board shall be tendered.

ARTICLE V

Committees

Section 1. Nominating Committee:

a. Organization. The Nominating Committee shall be a standing Committee of three members of the Board of Trustees. One member shall be the immediate past president with two members appointed annually by the incoming President. The term shall be for one year only.

b. Procedures. Nominees to the Board of Trustees shall be personally interviewed. The activities, duties and responsibilities shall be defined. Upon unanimous approval by the Committee, the nominee, along with a biographical sketch of the nominee, shall be submitted to the Board of Trustees. Upon two-thirds approval by the Trustees present, said nominee shall be approved.

Section 2. Gifts and Donations Committee:

a. Organization. The Gifts and Donations Committee shall be a standing Committee consisting of five members of the Board of Trustees appointed annually by the incoming President. In the event that the Board of Trustees has only five or fewer members, the entire Board shall serve as the Gifts and Donations Committee.

b. Purpose. The Gifts and Donations Committee shall develop plans and methods to obtain gifts, donations and bequests for the use and benefit of the Sheridan community through this Corporation consistent with the purposes stated herein and in the Articles of Incorporation. This Committee shall bring a report to each meeting of the Board of Trustees.

Section 3. Other Committees: The Board of Trustees may, at its discretion, from time to time, by resolution, create and dissolve additional committees as deemed necessary.

ARTICLE VI

Officers


Section 1. Officers to be Named: The officers of the Corporation shall be a President of the Board of Trustees, a Vice-President of the Board of Trustees, a Secretary and a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Trustees. Any individual shall not hold more than one of such offices, except that the offices of the Secretary and Treasurer may be combined.

Section 2. Selection of Officers: The Board shall elect a President, Vice-President, secretary and Treasurer to serve for a term of one year with the selection of a new President, Vice- President, Secretary and Treasurer by vote of the Board, in June of each year. Deleted: Each officer may succeed himself for one term. [Deletion adopted July 24, 1997.]

Section 3. President: The President shall preside at all meetings of the Board, shall decide all points of order and procedure subject to current Roberts Rules of Order, shall call special meetings in accordance with these By-Laws, shall sign any documents requiring approval by the Board, and shall see that all actions of the Board are properly taken.

Section 4. Vice-President: The Vice-President shall perform the duties of the President in the President's absence.

Section 5. Secretary: The Secretary or an assistant secretary appointed by the secretary shall give notice of all meetings, keep the minutes of such meetings, have charge of the corporate seal, keep a list of the members of the Corporation and of the Board of Trustees and, in general, perform all duties incident to the office of Secretary, and such other duties as, from time to time, may be assigned by the President of the Board of Trustees. All corporate records and the official minute book shall be kept at the Sheridan City Hall unless some other place is approved by resolution of the Board of Trustees.

Section 6. Treasurer: The Treasurer shall have custody of all moneys and securities of the Corporation, shall keep regular books of account, and in general perform all of the other duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned by the President or by the Board of Trustees. The Treasurer shall report to the Board of Trustees each regular meeting and as requested at special meetings. The accounting books shall be audited annually.

Section 7. Removal and Resignation of Officers: Any officer may be removed by the Board of Trustees whenever, in its judgment, the best interests of the Corporation are served thereby. Any officer may resign at any time by giving written notice thereof to the President or the Secretary and acceptance of such resignation shall not be necessary to make it effective.

Section 8. Compensation: Trustees shall not receive compensation for their services as Trustees or officers of the Corporation.


ARTICLE VII

Seal

The Board of Trustees may adopt a seal for the corporation which shall have inscribed thereon the name of the Corporation and the words "Seal" and "Colorado", and which, when adopted by the Board of Trustees, shall constitute the corporate seal of this Corporation.

ARTICLE VIII

Fiscal Year

The Board of Trustees may adopt a fiscal year for this Corporation which shall initially be the same as the calendar year.

ARTICLE IX

Members

Section 1. Designation of Members: Any person, firm, corporation or other entity contributing money, property or material services to the Corporation shall be a member of the Corporation from the date such contribution is received and accepted by the Corporation until the next succeeding January lst and for one year thereafter. Any person, firm, corporation or other entity which has so contributed in an extraordinary manner may, by resolution of the Board of Trustees, become a lifetime member. Each member or lifetime member shall be entitled to one vote on all matters submitted for a vote of the membership. On or about January 1st of each year, the names and addresses of all persons, firms, corporations or other entities who have made contributions during the preceding twelve-month period and the names and addresses of any previously designated lifetime members shall be placed on a list to which shall be added from time to time during the following twelve months the names and addresses of persons, firms, corporations or other entities becoming members or lifetime members during such period. The list so prepared and maintained shall constitute the official list of members and of their addresses until the succeeding January 1st.

Section 2. Membership Classification: The Board of Trustee's may establish, and from time to time, revise schedules of contributions to be paid by the members of the various classes of memberships.

Section 3. Meetings of Members: There shall be no required annual or other meeting of members. Meetings of members may be called from time to time by the Board of Trustees and shall be called promptly upon written request of ten percent of the members. Meetings of members, by whomever called, shall be held at such time and place within the Sheridan area, State of Colorado, as may be specified by the Board of Trustees.

Section 4. Notice of Meetings of Members: Written notice of any meeting of the membership, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered personally or by mail to each member not less than ten nor more than fifty days before the date of the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the member at his last known address as it appears in the records of the Corporation with postage thereon prepaid. Attendance of a member at a meeting of the membership shall constitute a waiver of notice of such meeting except where the member attends the meeting for the express purpose of objecting to the notice given with respect to such meeting.

Section 5. Quorum for Meetings of Members: A quorum for a meeting of the membership shall consist of a majority of the members or twenty-five members, whichever is lesser. If a quorum shall not be present at any meeting, the members present may adjourn the meeting from time to time, to a time and place certain, without notice other than announcement at the meeting, for a period not to exceed sixty days at anyone adjournment, until the requisite number of members to constitute a quorum shall be present.

Section 6. Proxies Not Allowed: Members shall not be permitted to be represented or to vote by proxy at any meeting of the membership.

ARTICLE X

Amendments

The Articles of Incorporation of this Corporation or these By-Laws may be amended, altered or repealed at any time and from time to time by a majority of the Trustees present and voting- at a meeting of the Board of Trustees provided a quorum is present. Neither the Articles of Incorporation nor these By-Laws may be amended by the Executive Committee of the Board of Trustees acting and no amendment of the Articles of Incorporation or these By-Laws shall be made which would cause the Corporation to lose its character as an organization exempt from federal income taxation under the provisions of Section 50~(c) (3) of the Internal Revenue Code of 1954 as it is now or may hereafter be amended or under the provisions of any corresponding future law of the United States of America providing for exemption of charitable and similar organizations from income taxation.

These By-Laws are adopted by the Board of Trustees of the Sheridan Historical Society, Inc., as of the 3rd day of October, 1991.

/s/ Clifford W. Mueller
President


ATTEST:

/s/ Bonita L. Hutcheson
Secretary


ORGANIZATIONAL CONSENT
OF
TRUSTEES OF THE SHERIDAN HISTORICAL
SOCIETY, INC., A NONPROFIT CORPORATION

Pursuant to the Colorado Corporation Act, the undersigned, being all of the Trustees of Sheridan Historical Society (Society) vote in favor of, and adopt the following resolutions:

I

RESOLVED that the certificate of incorporation of the society issued by the Colorado Secretary of State be placed in the minute book together with the Articles of Incorporation attached hereto.

II

RESOLVED that the Bylaws attached to this consent of Trustees be and they are hereby adopted as the Bylaws of the Society and that a copy of such Bylaws be placed in the Society's minute book.

III

RESOLVED that the seal of the Society be circular in form and shall contain the name of the Society, the year of its organization and the words "Seal" and "Colorado" and that an impression of said seal be made on the margin of this page.

IV

RESOLVED that VAR Credit Union be and it is hereby designated the depository of the Society, and that the customary forms of resolution of said bank conferring banking and borrowing authority upon certain of the Society's officers be and they are hereby adopted; and that a copy of such resolutions be placed in the Society's minute book.

V

RESOLVED that each of the persons named below is elected to the office or offices set forth opposite each person's name, to serve until a successor is duly elected and shall qualify:

Name   Office
Clifford W. Mueller   President
Roger B. Rowland   Vice President
Patricia D. Heath   Treasurer
Bonita L. Hutcheson   Secretary

EXECUTED as of this 25th day of November, 1991.

/s/ Clifford W. Mueller   President
/s/ Roger B. Rowland   Vice President
/s/ Patricia D. Heath   Treasurer
/s/ Bonita L. Hutcheson   Secretary


About the Society / Board of Trustees / Historical Articles / Home Page
Meetings / Membership / "Sheridan Celebrates" / Other Links

Copyright © 2004 by the Sheridan Historical Society
All rights reserved.