This draft is for review by voting members of the Homer Society of Natural History. Please return 2018 ballots by mail prior to the posted deadline!
THE HOMER SOCIETY OF NATURAL HISTORY, INC.
Article I. Offices
The name of the corporation shall be Homer Society of Natural History. The corporation shall operate under the name “Pratt Museum”.
The principal office of the Corporation in the State of Alaska shall be located in the City of Homer.
The Corporation shall have and continuously maintain in the State of Alaska a registered office, and a registered agent whose office is identical with such registered office, as required by the Alaska Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Alaska, and the address of the registered office may be changed from time to time by the Board of Directors.
Article II. Members
Section 1. Classes of Members. The Corporation shall have three classes of members. The designation of such classes (a) Regular Voting or (b ) Life.
Section 2. Membership. Any Regular or Life Member who indicates his or her desire to be a Regular Voting member on the annual membership application shall be eligible for Regular Voting membership.
Section 3. Voting Rights. Each Regular Voting member shall be entitled to one vote on each matter submitted to a vote of the members. Life members may also be Regular Voting members.
Article III. Meetings of Members
Section 1. Annual Meeting. An annual meeting of the members shall be held on the first Tuesday in the month of February in each year, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Alaska, such meeting shall be held on the next Tuesday. If the election of Directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held on a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Section 3. Place of Meeting. The place of meeting for any annual meeting or for any special meeting that requires adequate space for full membership attendance or anticipated program attendance shall be at an appropriate community facility that provides such space.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten or more than fifty days before the date of the meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 5. Quorum. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws. Votes may not be by proxy.
Section 7. Guests. A member may be accompanied by guests at regular meetings.
Section 8: Electronic Voting. Members may vote electronically on yes/no matters. Votes delivered by email or other electronic means shall be due at the same time as the paper ballots.
Article IV. Board of Directors
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors shall be members of the Corporation.
Section 2. Number, Tenure and Election. The number of Directors shall be no more than nine and no fewer than five. Directors shall be elected by the membership in staggered terms. Each Director shall hold office for three years and until their successor shall have been elected and qualified; provided, however, that not less than one-third of the Directors shall be elected annually. A standing nominating committee, with members appointed annually by the President, shall prepare a slate of nominees to fill vacant and expiring positions. Nominations may also be made by the general membership before ballots are distributed. Ballots shall be delivered to voting members with the written notice of the annual meeting. In order to be counted, ballots must be returned to the nominating committee before or by the close of the business meeting at the annual meeting. Ballots shall be counted and new Directors announced at the annual meeting.
Section 3. Regular Meetings. The Board shall hold regular meetings not less than eight times per year at a time and place determined by the Board. Notice of meeting time and place will be posted on the website or provided through other appropriate means as determined by the Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice or by telephone to each Director. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, the meeting will be adjourned.
Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors may be filled for the remainder of the vacant term by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.
Section 9. Replacement. A Director who, without due cause, fails to attend three regular or special meetings, may be replaced by the Board of Directors in accordance with the procedure set out for Vacancies in Section 8.
Section 10: Electronic Participation at Meetings
(a) Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment so long as all persons participating in the meeting can communicate with each other concurrently.
(b) Telephonic or electronic director participation in a meeting will constitute attendance and presence at the meeting.
(c) Email may not be used as a form of participation in Board meetings. Email or documented phone calls may be used to obtain unanimous consent on urgent items between regular meetings, but any objection or proposed amendment by any Director(s) would preclude unanimous consent and would require action at a regular or special board meeting for approval.
Article V. Officers
Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Board officers shall be Directors of the Corporation and are selected by the Board of Directors. The President shall have been a Director for at least one year prior to their election.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. No person shall serve more than two successive terms as President.
Section 3. Removal. Any officer elected by the Board of Directors may be removed by the affirmative vote of two-thirds of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4. Directors will be required to sign or renew conflict of interest documents at each annual meeting.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any 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, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other office or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 8. Treasurer. The Treasurer either directly or as delegated to the Executive Director, along with other general financial matters, is responsible to: at least quarterly, review and have a general working knowledge about the Museum’s fiscal needs, resources, and financial position; assure that timely and accurate financial reports are given to the Board and its committees; solicit bids and make recommendations on the firm to conduct the Museum’s annual financial audit; monitor all of the Museum’s investment accounts and its investment policies, present the annual budget to the Board of Directors for approval; and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 9. Secretary. The Secretary, either directly or as delegated to staff (under the supervision of the Executive Director), shall be responsible for keeping the minutes of the meetings of the members and of the Board of Directors; see that all notices are fully given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is fixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions or these by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; 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 or by the Board of Directors.
Section 10. Executive Director. The Executive Director shall be the principal executive officer of the Corporation, shall be subject to control of the Board of Directors, and shall in general supervise and control all of the business and affairs of the Museum. The Executive Director will institute such procedures and internal controls as are necessary to conduct the affairs of the corporation. The Executive Director shall make such systems available as are approved in the Board’s annual budget, and as are necessary to support the Board of Directors in corporate initiatives. The Executive Director may sign, with the Secretary or any 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 related to the corporation except in cases where the signing and execution thereof shall be retained by the Board of Directors or otherwise expressly delegated by the Board of Directors or by these Bylaws or by the statutes to some other officer or agent of the corporation. In general, the Executive Director shall perform all duties incident to the office of Executive Director of the corporation and such other duties as may be prescribed from time to time by the Board of Directors.
Article VI. Committee
Section 1. Committees. The Board of Directors may appoint, by resolution, committees. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until their successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee shall cease to qualify as a member thereof.
Section 3. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws.
Section 7. Executive Committee. The Board may designate three or more of its members as an Executive Committee of the Board to act on its behalf when a full Board meeting is not possible or necessary. Any decisions made by the Committee shall be presented for full Board review at the next regular meeting of the Board. The designation of the Executive Committee and the delegation of authority to it do not relieve the Board of Directors or any member of the Board from responsibility imposed by law.
Article VII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize the Executive Director, any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
The Executive Director is authorized to submit and be the signatory for all funding proposals to government or private organization regardless of requested funding amount. The Executive Director is authorized to expend corporate funds that have had prior approval of the Board of Directors as a component of the annual operating plan and annual budget, or as otherwise authorized by the Board of Directors. The Executive Director is authorized to be the signatory for all grant documents that total Three Hundred Thousand Dollars ($300,000) or less without prior approval of the Board of Directors. The Executive Director is authorized to revise the operating budget, as necessary to meet the ongoing needs of the Museum, by up to ten percent (10%) annually for all budget categories, without prior approval. All other expenditures, commitments, and revisions must have the review and the approval of the Executive Committee or full Board.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. As provided in Alaska Statute 10.20.141, the corporation shall not make loans to its directors or officers.
Section 4. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 6. Gaming Proceeds. Upon the dissolution of the Corporation, the members, in accordance with the provisions of AS 10.20.290, shall after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Law), or to the Federal Government, the State of Alaska, or a municipal government, as the members shall determine.
Article VIII. Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees, and shall keep at its registered office a record giving the name and addresses of the members.
Article IX. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year, any subsequent amendments to this article may be determined by the Board of Directors.
Article X. Conflict of Interest
No director shall enter into a contract, agreement, transaction, or other action with the Pratt Museum, in which the director has a potential or real, direct or indirect, material or other interest, unless first disclosing said interest to the Board of Directors. The Board of Directors may approve such action at a regularly called meeting if (i) the contract, agreement, transaction, or other action was fair to the Museum or the Association at the time it was entered into; (ii) the material facts of the action and the director’s interest were disclosed or known to the Board prior to any action being taken or approved to be taken; (iii) the Board of Directors considered, and in good faith determined after reasonable investigation, that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) the corporation enters into the agreement for its own benefit.
Article XI. Dues
Section 1. Annual dues. The Board of Directors may periodically determine the amount of dues payable to the Corporation by members of each class, subject to the approval of the members at the next annual meeting.
Section 2. Payment of Dues. Dues shall be payable in advance on or before the anniversary date of membership.
Section 3. Default and Termination of Membership. When any regular member shall be in default in the payment of dues for a period of one month from the beginning of the year for which such dues became payable, their membership shall terminate.
Section 4. Issuance of Membership Cards. When a person has applied for membership and has paid membership dues that may then be required, an annual membership card shall be issued in the member’s name and delivered to the member by the Secretary or as delegated to staff.
Article XII. Equal Opportunity
It is the policy of the Homer Society of Natural History dba Pratt Museum to provide an environment free from harassment or discrimination in the treatment of individuals with respect to employment, membership, board participation, and admission or access to Museum facilities, programs, activities, or in the manner in which they are provided. Consistent with this principle of inclusivity and applicable laws, the Pratt Museum does not permit harassment or discrimination on the basis of race, color, national origin, religion, age, disability, marital or partnership status, sex, sexual orientation, gender identity, gender expression, genetic information, pregnancy, citizenship status, military service or discharge status, arrest record, or any other classification protected by applicable federal, state, or local law. The Pratt Museum is committed to maintaining a non-discriminatory environment free from intimidation, harassment, or bias based upon these grounds.
Article XIII. Seal
The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon, “The Homer Society of Natural History, Inc.”
Article XIV. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Alaska Non-Profit Corporation Act or under the provisions of the articles of incorporation or by the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.
Article XV. Amendments to By-Laws
These by-laws may be altered, amended or repealed and new by-laws may be adopted by the members at any regular meeting or any special meeting, if at least thirty days written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
Article XVI. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall guide the Corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
Article XVII. Indemnification
The Corporation shall, to the fullest extent now or hereafter permitted by Section 11 of the Alaska Nonprofit Corporation Act, indemnify a Director, Officer, employee, agent of the Corporation or former Director or Officer of the Corporation against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which that person is made a party by reason of being or having been a Director, Officer, employee or agent, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of corporate duties. The Corporation may make any other indemnification authorized by a resolution adopted after notice by the members entitled to vote.