CONSTITUTION AND BY-LAWS

SALADO HISTORICAL SOCIETY, INC.

(Revised Edition as of January 2019A)

ARTICLE I

NAME: The name of this organization shall be the Salado Historical Society, Inc.

ARTICLE II

PURPOSE: The purpose of this Society shall be to bring together those people interested in

history, and especially in the history of Salado (Bell Count), Texas. The Society’s major functions

are to discover and collect any material which may help to establish or illustrate the history of

the area, its exploration, settlement, development, and activities in peace and war, its progress

in population, wealth, education, arts, science, agriculture, manufacture, trade and

transportation and to help preserve the historic legacy of Salado by assisting in the preservation

of the historic homes and sites. The Society will collect printed materials, such as histories,

genealogies, biographies, description, gazetteers, directories, newspapers, pamphlets,

catalogues, circulars, handbills, programs and posters; manuscript material such as letters,

diaries, journals, books; and museum material such as pictures, photographs, paintings,

portraits, scenes, aboriginal relics, and material objects illustrative of life, condition, events, and

activities of the past and present.

In keeping with its purpose, the Society will:

1. Provide for the preservation of such material and for its accessibility, as far as may

be feasible, to all who wish to examine or study it,

2. Cooperate with officials in insuring the preservation and accessibility of the records

and archives of the village and its institutions,

3. Undertake acquisition, disposal, and preservation of historic buildings, monuments,

markers, and other real property,

4. Disseminate historical information so as to arouse interest in the past by publishing

historical material in the newspapers, holding meetings with pageants, addresses,

lectures, papers, and discussion; by marking historical building, sites and trails, and

using the media of radio and television to awaken public interest.

5. Cooperate with the Texas Historical Commission, Texas Historical Foundation and

the Texas Heritage Council to collect and preserve materials of state-wide

significance so that these materials can be made available to students and scholars.

6. Work with Salado’s Planning and Zoning Committee to ensure that the Village’s

Historic District is not compromised.

7. Cooperate in matters of mutual interest with the elected officials of the Village of

Salado, The Bell Country Historical Museum, and other organizations of like mind

and purpose.

ARTICLE III

CLASSES OF MEMBERS AND DUES:

Section I: Classes of Members—There shall be four classes of members. Classes of

members include:

1. Individual active members-Any person interested in the purposes of the Society.

2. Institutional members-Any organization, board, school or library interested in the

history of Salado (Bell County) of Texas.

3. Contributing and Sustaining members-a person, group, or firm providing special

support for the objectives of the Society.

4. Honorary membership may be conferred upon persons whose activities have

contributed to the objectives of the Society. Honorary members shall be elected by

majority vote of the Board of Directors.

Section 2: Dues-The Society’s dues structure shall be established by the Board of

Directors upon the recommendation of the Membership Committee. Dues received on

or after November 1 shall be credited to the next calendar year. The Society’s calendar

year is defined as running from January 1 through December 31.

ARTICLE IV

MEETINGS:

Section 1: Regular Meetings-Regular meetings of the Board of Directors may be held

month, at such time and place as the Board may determine. A majority of the Board of

Directors serving shall constitute a quorum for the transaction of business. All regular

meetings of the Board shall be open meetings unless, by a majority vote of the Board,

just cause shall be deemed necessary to close the meeting.

Section 2: Annual Meeting-There shall be an Annual Meeting of the membership of the

Society in November at a time and place to be determined by the Board of Directors.

Notice of the time and place shall be given to all members. Those members present

shall constitute a quorum.

Section 3: Special Meetings-Special meetings may be called by the President of the

Society with three days notice to each members of the Board, either personally, by mail,

by email or by telephone.

ARTICLE V

OFFICERS: The officers of the Society shall be the President, Vice-President, Secretary

and Treasurer. These Officers will be known as the Executive Committee for the Society.

No individual who holds an office may simultaneously serve as a Director. All officers

shall be active members of the Society. Officers shall be elected by the members at the

Annual Meeting of the Society.

Section I: President-The President shall serve for a term of one year and may be

re-elected to three consecutive one year terms. After serving three consecutive terms,

he/she shall not be nominated to serve in the same office unless at least one-year

elapses between the end of the last term and the beginning of a new term. The

President shall:

1. Preside at all meetings of the Society, the Board of Directors, and the

Executive Committee;

2. Appoint from among the Board of Directors or from the members of the

Society, subject to the approval of the Board of Directors, the Chairperson of

all standing committees, permanent sub-committees and of all standing

committees not otherwise provided for;

3. Appoint annually an audit committee;

4. Serve as an ex-officio member of all committees except the Nominating

Committee;

5. Supervise the activities of any administrative staff of the Society; and

6. Perform such other duties as are usually incident to t he office held.

Section 2: Vice President-The Vice President shall serve for a term of one year

and may be re-elected to three consecutive one-year terms. After serving three

consecutive terms, he/she shall not be nominated to serve in the same office

unless at least on year elapses between the end of the last tem and the

beginning of a new term. The Vice President shall:

1. Perform all of the duties of the President in case of his/her absence or

inability to serve;

2. Serve as Chairman of the Ways and Means Committee; and

3. Perform such other duties as are usually incident to the office held.

Section 3: Secretary- The Secretary shall serve for a term of one year and may

be re-elected to additional one-year terms. The Secretary shall:

1. Record the minutes of all meetings of the Society, the Board of Directors,

and the Executive Committee;

2. Send meeting notices to all Board Members and Committee Chairmen;

3. Be responsible for all Board correspondence;

4. Supply new Board members, Officers and Committee chairs with copies of

the Constitution/By-Laws;

5. File committee year-end reports and other pertinent information deemed

necessary;

6. Perform such other duties as are usually incident to the office held.

Section 4: Treasurer –The Treasurer shall serve for a term of three years and

may be re-elected to additional three-year terms. The Treasurer shall:

1. Receive all funds of the Society and deposit them to the credit of the Society

in the Society’s designated bank account in Salado;

2. Disburse such funds as may be directed by the Board of Directors; Render a

monthly report to the Board of Directors and an annual report to the

members of the Society;

3. Be responsible for ensuring that a set of books are maintained and that all

State and Federal forms are filed annually to maintain the tax-free and taxdeductible

status of the society and

4. Perform such other duties as are usually incident to the office held.

ARTICLE VI

BOARD OF DIRECTORS:

Section 1: Duties- The affairs of the Society shall be managed by a Board of Directors,

who may exercise all powers of the Society except for those designated to the officers

and the membership.

Section 2: Conflict of Interest: No contract or other transaction between the Society

and of its Directors, or any corporation, partnership or other business association in

which a Director is directly or indirectly interested, shall be affected or invalidated by

the fact that such Director is a party to or interested in such contract or other

transaction.

Section 3: Membership- The Board of Directors shall consist of the officers of the

Society and eleven Directors who shall be elected for a term of three years and may be

re-elected to two consecutives three-year terms. After serving two consecutive terms,

Directors may not be nominated to serve as a Director unless at least one-year elapses

between the end of the last term and the beginning of a new term. In addition to the

Officers, the Members of the Board of Directors shall include the following:

a. Chair of the Archiving Committee

b. Chair of the Awards Committee

c. Chair of the Cabins and Cemetery Committee

d. Chair of the Christmas House Tour Committee

e. Chair of the Finance Committee

f. Chair of the Historic Preservation Committee

g. Chair of the Membership Committee

h. Chair of the Memorials Committee

i. Chair of the Program Committee

j. Chair of the Public Affairs Committee

k. Immediate Past President

Section 4: Immediate Past President-The immediate Past President shall be an ex-officio

member of the Board with full voting rights. He/she shall serve as the Chair of

the Society’s Nominating Committee and shall serve on the Board for as long as he/she

is the Society’s Immediate Past President.

ARTICLE VII

ELECTION AND REMOVAL OF OFFICERS AND DIRECTORS:

Section I: Election of officers and Directors- Officers and Directors shall be elected by

plurality of voice votes cast by the members at the annual meeting. Nominations will be

presented by the Nominating Committee at the annual meeting of the Society. Nominations

may also be made by any member of the Society from the floor during the annual meeting of

the Society. A candidate for election as an Officer, Director, or member of the Nominating

Committee shall be an active member of the Society. The terms of the eleven non-officer

directors shall be overlapping so that four are elected by the members at the annual meeting of

the Society; except that, three will be elected in the year in which the Treasurer is elected. The

term of duty for new Officers and Directors shall begin on the first day of January following the

annual meeting.

Section 2: Removal of Officers and Directors- Any elected officer or Director who shall

miss four Board meetings in one year shall be deemed to have resigned unless the Board shall

by resolution determine otherwise. Any Officer who fails to pay membership dues within two

weeks of the third written notice shall be deemed to have resigned his/her membership in the

Society and, therefore, is no longer eligible to hold elected office.

Section 3: Filling of Vacancies-With the exception of the office of the President, any

vacancy occurring in any office of the Society may be filled by the vote of the Board of Directors

for the unexpired term of office.

ARTICLE VIII

STANDING COMMITTEES

Section 1: Standing committees of the Society shall be as follows: Archiving, Awards,

Cabins and Cemetery, Christmas House Tour, Executive, Finance, Historic Preservation,

Membership, Memorials, Nominating, Program, Public Affairs, and Ways and Means.

Section 2: The President shall, after consultation with the chairman of each committee,

appoint a Vice-Chairman and as many members of each committee as may be deemed

necessary, except as provided below:

Section 3: The duties of the standing committees shall be as follows:

1. The Archiving Committee-The Archiving Committee shall be responsible for

archiving the Society’s historical collection and providing for its accessibility,

as far as may be feasible, to all who wish to examine or study it.

2. The Awards Committee- In addition to working to secure Texas Historical

Commission State markers and National Register of Historic Places markers,

the Awards Committee shall be responsible for recommending all awards to

be made by the Society and the criteria for the selection of recipients.

Awards of the Society include Salado Heroes and Salado Landmark awards.

The committee shall also cooperate with the Program Committee with

respect to the manner of presentation of awards and markers.

3. The Cabins and Cemetery Committee-The Cabins and Cemetery Committee

shall be responsible for monitoring the upkeep and preservation of all

historic properties with the Salado Historic District—including the cabins and

adjacent cemeteries.

4. The Christmas Home Tour Committee-The Christmas Home Tour Committee

shall be responsible for planning the Christmas Home Tour, recommending

and acquiring homes and other appropriate sites to be included in the tour,

communicating with owners the purpose of the tour, recruiting and

managing docents for the homes, ensuring t hat the Society expresses

appreciation to each individual whose home is included in the tour, and

working with the Public Affairs Committee to ensure adequate publicity.

5. The Executive Committee -The Executive Committee shall include the

Officers of the Society. The President shall serve as the Chair of the

Executive Committee. The Executive Committee shall have the authority to

conduct Society business approved by the Board of Directors, to include

financial expenditures and contractual agreements.

6. The Finance Committee-The Finance Committee shall be responsible for

establishing an annual budget to facilitate the work of the Society and its,

committees, including an estimate of the annual income of the Society from

dues, projects, gifts and other sources. The Treasurer of the Society shall be

an ex-officio member of the Committee.

7. The Historic Preservation Committee-The Historic Preservation Committee

shall be responsible for reviewing and making recommendations related to

changes in zoning within the Historic District, reviewing grant applications

and other proposals related to historic preservation and restoration in and

around Salado, Texas, recommending for approval by the Board of Directors

those proposals deemed appropriate, and expending funds made available

by the Board of Directors for historic preservation and restoration. This

committee shall consist of three members who shall serve three-year terms.

One member shall be selected each year in order that there are overlapping

terms. Its Chair shall be the Committee’s representative on the Board of

Directors. The remaining two members shall be nominated by the President,

after consultation with the Chair, and approved by the Board of Directors.

8. The Membership Committee-The Membership Committee shall be

responsible for securing new members of the Society, renewing existing

memberships, and recommending to the Board such classes of membership

and dues as it deems appropriate. The Committee shall also be responsible

for the production of an annual membership directory and the notification to

members of all general membership meetings.

9. The Memorials Committee-The Memorials Committee shall make

arrangements for the receipt of memorial donations and make provision for

the appropriate recognition of the same.

10. The Nominating Committee-The Nominating Committee shall consist of five

members. Four members shall be chosen by the Board of Directors—two

from among their own number and two from the membership at large. The

fifth member shall be the Immediate Past President of the Society, who will

serve as the Chair of the Committee. The Nominating Committee shall

present to the Annual Meeting of the Society nominations for all Officers and

Directors who are to be elected by the membership of the Society.

11. The Program Committee-The Program Committee shall be responsible for

arranging for programs for the members of the Society, and for arranging

decorations and refreshments as appropriate.

12. The Public Affairs Committee-The Public Affairs Committee shall be

responsible for matters pertaining to publicity, establishing, updating and

maintaining the Society’s web page, as well as its membership list; see #8.

13. The Ways and Means Committee-The Ways and Means Committee shall

suggest fund-raising projects and, upon approval of the Board, shall be

responsible for their implementation. The Vice President shall serve as the

Chairman of the Ways and Means Committee.

Section 4: Ad Hoc Committees-The President may, with the approval of the Board,

appoint such special ad hoc committees as he/she deems necessary. Among those ad

hoc committees named shall be an audit committee.

Section 5: Committee Reports-All committee chairs shall submit year-end Committee

Reports in writing to the Secretary at least two weeks prior to the Annual Meeting.

These shall be incorporated in the permanent record and distributed to Board Members

and appropriate Committee Chairpersons at the January meeting of each year.

ARTICLE IX

  • AMENDMENT OF THE CONSTITUTION AND BY-LAWS

This Constitution and By-Laws may be amended at any regular meeting of the Board

of Directors by a majority vote of those voting. All proposed amendments shall be

submitted in writing to each Director and to the membership at least twenty-eight

(28) days prior to the meeting at which action is to be taken.