ARTICLE 1 – Name
Section 1.01 Name. The name of this Corporation shall be the Friends of T.C. Steele State Historic Site, Inc., hereinafter referred to as the Friends. It shall be a not-for-profit organization incorporated under the laws of the State of Indiana.
Section 1.02 Principal Office and Registered Agent. The Friends shall have and continuously maintain a registered office, known as the “Principal Office”, in the State of Indiana. The Corporation may have offices at other such places as the Board of Directors may from time to time determine. The Corporation shall also have and continuously maintain a registered agent in the State of Indiana.
ARTICLE II – Purpose
Section 2.01 Purpose. The Friends is organized exclusively for charitable, scientific and educational purposes. The purpose of the Friends shall be:
(a) To promote and support the development of, interest in and preservation of the T.C. Steele State Historic Site and the T.C. Steele collections as a valuable educational, historical and cultural facility.
(b) To perform any purpose otherwise permitted to the Friends by Indiana law.
ARTICLE III – Membership
Section 3.01 Members. There shall be one class of members of the Friends consisting of all those individuals or entities contributing to the Friends. Different categories of membership will be established based upon the amount of a member’s contribution to the Friends, such categories to be established from time to time by the Board of Directors. Each member (category of membership) in good standing shall be entitled to one vote on any matter submitted to a vote of the members of the Friends.
Section 3.02 Duration of Membership. All memberships (excepting Life Memberships) in the Friends shall be good for one year beginning with the date of receipt of membership payment. Life Membership will be good for life. Membership notices shall be mailed in November of the current fiscal year with payment due by January of the new fiscal year. A data base of membership status will be maintained by the chair of the membership committee.
ARTICLE IV – Meeting of Members
Section 4.01 Annual Meetings. An Annual meeting of the members shall be held one time each year as set by the Board of Directors of the Friends. The Annual Meeting is for the purpose of electing members of the Board of Directors and transacting such other business as may come before the meeting.
Section 4.02 Special Meetings. Special meetings of the members of the Friends may be called by the President, a majority of the members of the Board of Directors or not less than one-third (1/3) of the members of the Friends having voting rights.
Section 4.03 Place of Meeting. The Board of Directors may designate any place for any Annual Meeting, Regular Meeting or Special Meeting called by the Board of Directors. If no site designation is made or if a Special Meeting be otherwise called, the place of meeting shall be the principal office of the Friends, but if all of the members of the Friends shall meet at any time and place and consent to the holding of the meeting, such meeting shall be valid without call or notice and at such meeting any Friends action may be taken.
Section 4.04 Notice of Meetings. A written, printed, or electronic notice stating the place, day and hour of the meeting, and in the case of a Special meeting, the purposes for which the meeting is called, shall be delivered by the Secretary or President of the Friends or by the officer or persons calling the meeting, to each member of the Friends entitled to vote, and to the T.C. Steele State Historic Site Manager—an ex-officio member of the Board of Directors—at the meeting at least ten (10) days prior to the date of the meeting. Notice of any meeting may be waived in writing by any member if filed with the Secretary of the Friends or by attendance at the meeting in person.
Section 4.05 Informal Action by Members. Any action required by law to be taken at a meeting of members or any action which may be taken at a meeting of members, may be taken without a meeting if, prior to such action, a consent in writing or electronically, setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof and such consents are filed with the minutes of the Corporation.
Section 4.06 Quorum. The presence in person or by proxy of ten percent (10%) of the members of the Friends for an Annual Meeting and one-third (1/3) of the members of the Friends for any other meetings of the members of the Friends shall be necessary to constitute a quorum for all purposes, and the act of the majority of the members present in person or by proxy and voting at any meeting at which there is quorum shall be the act of the full membership except as may be otherwise specified provided by statute or by these By-Laws. Whether or not a quorum is present, any meeting may be adjourned by a majority of the members present in person or by proxy in voting, without notice other than by announcement at the meeting and without further notice to any absent member. At any meeting reconstituted after adjournment at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled.
Section 4.07 Proxies. A member may exercise his/her vote at any meeting of the members of the Corporation either in person or by proxy executed in writing or electronically by the member or his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise expressly provided therein.
Section 4.08 Voting List. The Secretary of the Friends shall keep at all times, at the principal office of the Friends, or at such place as designated by a majority vote of the Board of Directors, a complete and accurate list of all members entitled to vote at any meeting of the members that may be inspected by any member, for any purpose, at any reasonable time.
ARTICLE V – Board of Directors
Section 5.01 General Powers. The control and management of the Friends shall be vested in its Board of Directors. Directors must be members in good standing of the Friends of T.C. Steele State Historic Site, Inc.
Section 5.02 Election, Member Structure and Terms. The Board of Directors shall be elected by ballot or voice vote at the regular annual meeting of the members. The number of Directors shall not be less than five (5) nor more than eighteen (18) and shall consist of all officers, special committee chairs and elected Directors. The Site Manager of the T.C. Steele State Historic Site and a site staff member appointed by the Site Manager may serve as ex-officio members of the Board of Directors. Each Director shall hold office for a term of three (3) years or until his/her successor shall have been elected and qualified, except that at the first election after incorporation, one-third (1/3) of the Board of Directors shall be elected for a three (3) year term, one-third (1/3) for a two (2) year term, and one-third (1/3) for a one (1) year term so that the terms of one-third of the Directors shall expire annually. The Nominating Committee shall present a slate of Directors for election via electronic ballot thirty (30) days prior to the Annual Meeting. Each Director shall be eligible for re-election. The Board of Directors shall have the right to increase or decrease within the limits prescribed by the Articles of Incorporation, the number of Directors by a vote of the majority of the Directors present at a properly called meeting of the Board of Directors.
Section 5.023 Meetings. All meetings of the Friends are classified as Open Meetings. No person shall be excluded from attendance, recognition will be given of guests and opportunities to address their issue(s) will be afforded at the appropriate time by the presiding officer of the meeting. Advance notice of such attendance and/or address is requested but not required.
Section 5.024 Meeting Structure, Responsibilities and Expectations. Meetings will be conducted according to Robert’s Rules of Order. A majority vote by the Board of Directors may suspend the formality of Robert’s Rules of Order, for such time as it may desire. It is the responsibility of all Directors to participate in a manner conducive to carrying out the mission of the Friends with respect and efficiency.
Section 5.03 Regular Board Meeting Dates, Communication and Attendance. The Board of Directors shall hold no less than six (6). Regular Meetings annually as and when necessary to conduct the affairs of the Friends. Such meeting shall be called by the President or by the Vice President in the absence of the President. The Board of Directors may provide by resolution the time and place for holding of additional Regular meetings of the Board of Directors without other notice than such resolution. All board members are expected to attend at least 75% of the meetings in person or electronically.
Section 5.04 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call Special Meetings of the Board may fix any acceptable place as the place of holding a Special meeting called by them.
Section 5.05 Notice of Special Meetings. Notice of any Special Meeting of the Board of Directors shall be given at least two (2) days prior thereto by written notice delivered personally, sent by mail or electronically to each Director at his address as shown on the records of the Friends. Any Director may waive notice of any meeting in writing. 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 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 these By-Laws.
Section 5.06 Quorum. A majority of the entire Board of Directors shall constitute a quorum. However, when filling vacancies occurring on the Board of Directors, a majority of the existing Directors shall constitute a quorum
Section 5.07 Governance. 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.
Section 5.08 Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written or electronic consent to such action is agreed upon by all members of the Board, or of such committee, and such consent is filed with the minutes of proceedings of the Board or committee.
Section 5.09 Power to Make By Laws. The Board of Directors shall have the power to make and alter any bylaw or bylaws, including the fixing and altering of the number of Directors. The power to make, alter, mend or repeal this Code of By Laws is vested in the Board of Directors of the Friends by the affirmative vote of two-thirds (2/3) of the Board of Directors present and voting, provided that all proposed amendments shall have been submitted in writing or electronically to all members of the Board of Directors at least ten days prior to the next regular board meeting.
Section 5.10 Power to Elect and Appoint Officers. The Board of Directors shall select a president, one or more vice-presidents, a secretary and a treasurer. The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Friends. Any officer or agent may be removed by the Board of Directors whenever in the judgment of the Board the interests of the Friends will be served thereby. The Board shall also have the power to fill any vacancy in any office occurring for any reason whatsoever.
Section 5.11 Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.
Section 5.12 Minutes and Agendas. The Secretary and/or other appointed agent shall take minutes of each meeting and disseminate in writing or electronically the record of minutes within two weeks of the meeting. The President shall write and send the agenda of each meeting ten days prior to each meeting.
Section 5.13 Resignation and Removal of Directors. Any Director may resign at any time. A resignation shall be made in writing to the Board of Directors and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective. Any director may be removed from office with cause by a vote of a majority of all the members. Cause is considered criminal or amoral action.
Section 5.14 Board Member Emeritus Status. The Board of Directors may elect a past or present board member to the position of Board Member Emeritus. A candidate must have provided distinguished service as a Board member for at least six years and held an officer’s position for at least three. A candidate must have also provided to the Friends significant assistance on activities beyond the direct duties of a board member. Recommendations for potential emeritus members must be made to an officer of the Board at least 30 days prior to a vote by the Board and only an officer may make a motion for such a vote. The duration of the term will be for three years and additional terms may be approved by a vote of the Board. There shall be no more than three active emeritus at any time. The emeritus members of the board must maintain their membership with the Friends of T.C. Steele State Historic Site, Inc. Emeritus members shall be invited to all Board of Directors meetings and to the meetings of the committees which they have led in the past. They shall also be encouraged to attend programs and events hosted by the Friends and Staff of the T.C. Steele State Historic Site. Emeritus members will receive, if so requested, all written notices, minutes and documents which are provided to the Board of Directors. Emeritus members will not be required to meet the board member duties or attendance policies. Emeritus members may assist the Board in its deliberations but will not be granted voting rights.
ARTICLE VI – Officers Roles and Responsibilities
Section 6.01 Officers. The Board of Directors shall elect or appoint the officers of the Friends. The officers of the Friends shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may be deemed desirable by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 6.02 Election and Term of Office. The officers of the Corporation shall be nominated by the Nominating Committee and elected annually by the Board of Directors within thirty (30) days of the Annual Meeting of the membership. Each officer shall assume office upon election and shall hold office for one (1) year or until his/her successor shall have been duly elected and shall have qualified, unless earlier removed by the Board of Directors. All officers and agents can be removed at any time by an affirmative vote of the majority of the members of the Board of Directors. Officers may succeed themselves for only two (2) additional years.
Section 6.03 President. The President shall be the chief executive officer of the Friends. He/she shall preside at all meetings of the Board of Directors and membership. Under the Board of Directors authority, he/she shall have general supervision over the affairs of the Friends and over the other officers. The President shall act as the representative of the Friends during any and all events connected with the T.C. Steele State Historic Site. He/she shall perform all such other duties as are incident to the office. Candidates for the office of President shall have served on the Board of Directors of the Friends for at least one year prior to their nomination.
Section 6.04 Vice-President. The Vice-President shall perform the duties specified in Section 6.03 of this Article in the absence or disability of the President. In addition, he/she shall perform duties and assignments that may from time to time be delegated by the President or the Board of Directors.
Section 6.05 Treasurer. The Treasurer shall have custody of all monies and securities of the Friends, shall give bond in such sums, and with surety as the Board of Directors may require, conditioned upon the faithful performance of the office of Treasurer. He/she shall have responsibility for the financial records of the Friends.
Section 6.06 Secretary. The Secretary shall have the responsibility for providing that notices required by the Bylaws be issued, and shall provide that minutes of all meetings of the Board of Directors, the Executive Committee and the membership be adequately kept. He/she shall have responsibility for the books and records of the Friends and shall be custodian of the corporate seal He/she shall perform all such other duties as are incident to the office of Secretary.
Section 6.07 Vacancies and New Board Members. Vacancies among elected and appointed officers occurring during the annual terms shall be filled by the Board of Directors. Potential new board members will be given a copy of the strategic plan and a board packet to review along with a personal meeting with one of the board officers.
ARTICLE VII – Committees
Section 7.01 Standing and Special Committees. The President shall, with the approval of either the Board of Directors or the Executive Committee, appoint such standing and/or special committees as are deemed necessary to carry out the purposes of the Friends No person shall serve at any one time as Chair of more than one special committee. Such committees shall perform as the Board of Director or the Executive Committee may direct. All special committee projects shall require the approval of the majority of the Board of Directors and the Manager of the T.C. Steele State Historic Site.
Section 7.02 Executive Committee. The officers (President, Vice President, Treasurer and Secretary) of the Friends shall constitute the Executive Committee, which shall meet at the call of the President or the Vice President. The Executive Committee shall report and make recommendations to the Board of Directors. A majority of the officers shall constitute a quorum of the Executive Committee. The Executive Committee shall be empowered to act on behalf of the Friends between meetings of the Board of Directors.
Section 7.03 Wildflower Foray Committee. A standing committee consisting of the T.C. Steele State Historic Site Manager, who shall serve as committee chair, a representative of the Friends of T.C. Steele designated by the Executive Committee, and whomever other members deemed necessary for the purpose, shall meet at the call of the State Historic Site Manager for the purpose of planning and executing the annual special event known as the “Wildflower Foray.”
ARTICLE VIII – Contracts, Checks, Deposits and Funds
Section 8.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Friends in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Friends, and such authority may be general or confined to specific instances.
Section 8.02 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 Friends shall be signed by such officer or officers, agent or agents of the Friends in such manner as shall from time to time be determined by resolution of the Board of Directors, and such instruments shall be signed by the Treasurer, or in the absence of the Treasurer, by the President or Vice President of the Friends.
Section 8.03 Deposits. All funds of the Friends shall be deposited in an expedient and timely manner to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 8.04 Gifts. The Board of Directors may accept on behalf of the Friends any gifts, grand awards, bequests or contributions for the general purpose or for any special purpose of the Friends.
ARTICLE IX – Books and Records
Section 9.01 Books and Records. The Friends 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 having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Friends may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE X – Fiscal Year
Section 10.01 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
ARTICLE XI – Distribution and Dissolution
Section 11.01 Distribution. No part of the net earnings of the Friends shall inure to the benefit of any member, director, officer of the Friends, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Friends), and no member, trustee, or officer shall be entitled to share in the distribution of any of the assets upon the dissolution of the Friends.
Section 11.02 Dissolution. The Friends may be dissolved by the affirmative vote of two-thirds (2/3) vote of all the members of the Friends. The property and money of the Friends shall be assigned upon dissolution to the T.C. Steele State Historic Site, donation account.
ARTICLE XII – Amendments to the By-laws
Section 12.01 Amendments. The power to make, alter, amend or repeal this Code of By Laws is vested in the Board of Directors of the Corporation, by the affirmative vote of two-thirds of the Board of Directors present and voting, provided that all proposed amendments shall have been submitted in writing or electronically to all members of the Board of Directors at least ten days prior to the next regular business meeting of the Directors.
Reviewed Annually at Strategic Planning Meeting
Last Reviewed: October 20, 2017
Last Revised: October 20, 2017, to establish criteria for emeritus board members
David E. Steele
President & Board Chair