By-Laws of the Baltimore City Historical Society
(As amended May, 2011; April/May, 2013; June, 2014; March, 2015; March 23, 2016; June 27, 2018)
The primary mission of the Baltimore City Historical Society (the “Society”) is to encourage the study, presentation, and appreciation of the City’s past and its people. The Society’s goal is to introduce today’s Baltimoreans to the Baltimoreans who have gone before them and to point out the relevance of the City’s past to its present. The Society also encourages the conservation of the City’s material heritage, such as records, artifacts, buildings and other items that preserve the past for the future.
Section 1. Membership. Individuals who are in sympathy with the goals stated in Article I of these By-laws may join the Society as members. The admission, rights, privileges, dues, duties, and responsibilities of members are determined by the Board of Directors (the “Board”).
Section 2. Non-Discrimination. The Society declares and affirms its determination to promote the full acceptance of persons into membership and participation in all of its activities without regard to race, color, gender, religion, physical or mental disability, affectional or sexual orientation, age, or national origin.
Section 3. Active Membership. Members who are current with the minimum dues set annually by the Board are active members.
Section 4. List of Members. The Recording Secretary or another person designated by the Board keeps the official list of members of the Society.
Section 5. Withdrawal. A member may withdraw from membership by giving written notice to the Secretary.
Meetings of the Membership
Section 1. Annual Meeting. The Annual Meeting of members is held in the month of June for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special Meetings of members are held whenever called by the President, and must be called by the President upon written request of a majority of the Board. Any member may in writing waive notice of the time, place, and purposes of any Special Meeting. The agenda at a Special Meeting comprises only the items announced to the membership in the notice of meeting.
Section 3. Times and Places of Meetings. The Annual and Special Meetings of members are held in the City of Baltimore at locations, dates, and times determined by the Board.
Section 4. Notice of Meetings. Notice of the Annual and Special Meetings shall be given to all members at least 21 days before the meeting. Notice of an Annual Meeting shall state the place, date, and time of the meeting and shall include the names of nominees as officers and directors. Notice of a Special Meeting shall state the place, date, and time of the meeting, who called the meeting, and the purposes of the Special Meeting.
Section 5. Eligibility to Vote. Each active (dues-paying) member who has been a member for one month is entitled to one vote.
Section 6. Quorum; Vote. Twenty active members or 5% of the Society’s active membership, whichever is smaller, constitutes a quorum for the transaction of business. The act of a majority of the active members present at any meeting at which a quorum is present is the act of the members, except as may be otherwise specifically provided by law or by the Society’s Articles of Incorporation or these By-laws. A plurality of all the votes cast at the Annual Meeting is sufficient to elect an individual as an officer or director.
Section 7. Adjournment. Whether or not a quorum is present, a meeting of members convened on the date for which it was called may be adjourned from time to time by the members present by a majority vote. Any business which might have been transacted at the original meeting may be transacted at any adjourned meeting at which a quorum is present.
Section 8. List of Members. The Recording Secretary or other person designated under Article II, Section 4 of these By-laws to keep the list of active members, or that person’s designee, shall attend each Annual and Special Meeting and make the list available for inspection at the meeting.
Section 9. Meeting Rules. Meetings shall be conducted in accordance with the latest edition of the Newly Revised Roberts’ Rules of Order, unless other rules are adopted by a majority of the active members present at the meeting. the President and First and Second Vice Presidents are absent, the chair for any meeting shall be elected by a majority vote of the active members present.
Board of Directors
Section 1. General Powers. The Board has charge of the property and business of the Society. This responsibility or authority includes, but is not limited to, the following:
A. to have custody, through its officers or other named persons, of all the funds of the Society, the title to any property, insurance papers, and other evidence of property;
B. to protect and preserve the property of the Society, and to keep the physical property insured in a reasonable sum;
C. to adopt a budget each year, and adjust the budget as necessary throughout the year;
D. to borrow money in accordance with Article VIII, Section 3 of these By-laws, and to review and order paid the bills of the Society;
E. to oversee the employees of the Society, including hiring and termination;
F. to establish such committees, in addition to the standing committees, as may be required from time to time to fulfill the mission of the Society, in accordance with Article VII, Section 8 of these By-laws;
G. to designate all committee chairpersons, and to establish and maintain regular and on-going communication between the Board and each committee;
H. to regulate and govern the use of all Society facilities and property;
I. to order audits of the financial records of the Society; and
J. to perform such other duties as usually pertain to a board of directors.
Section 2. Number, Election, and Term of Office. The Board consists of the 7 officers (Chairman, President, First Vice President, Second Vice President, Treasurer, Recording Secretary, and Corresponding Secretary), the immediate Past President, and up to 21 additional directors. The term of each director is one year, beginning immediately following the Annual Meeting. Directors hold office until they resign or until their successors are elected and take office.
Section 3. Nomination of Officers and Directors.
A. Nomination by Nominating Committee. The Nominating Committee shall submit to the Recording and Corresponding Secretaries, no later than 4 weeks before the Annual Meeting, a list of one or more persons nominated for each position to be filled.
B. Nomination by Petition. Nominations may also be proposed by any active member of the Society, by delivery to the Recording Secretary of the nomination, together with the signatures of at least 10 other active members supporting the nomination, no later than 2 weeks before the Annual Meeting.
C. Nominations from the Floor. Any active member may make a nomination from the floor of the Annual Meeting for any position.
D. Consent to Be Nominated. No individual may be nominated without that individual’s consent.
E. Notice of Nominations. The Corresponding Secretary shall distribute to members, along with the notice of the Annual Meeting, a list of persons nominated by the Nominating Committee or by petition for each position.
Section 4. Election of Officers and Directors. The officers and directors are elected at the Annual Meeting by the active members of the Society. Each active member present is entitled to vote for one individual for each position to be filled. Nominees receiving the highest numbers of votes shall be declared elected. A tie vote shall be resolved by another ballot.
Section 5. Vacancies. When a vacancy occurs on the Board, the remaining members of the Board may designate a member of the Society to fill the vacancy until the next Annual Meeting.
Section 6. Qualification for Office and Expectation of Service. Any active (dues-paying) member is eligible to serve as a director or officer. Directors are expected to attend all meetings of the Board and as many of the special events sponsored by the Society as possible.
Section 7. Meetings.
A. Regular Meetings. The Board shall provide for its regular meetings.
B. Special Meetings. Special meetings of the Board may be called (i) by the President, or (ii) in the President’s absence, by the First Vice President, or (iii) by any 3 members of the Board. The business conducted at a special meeting is limited to the purposes stated in the notice required by Subsection D of this Section 7.
C. Open Meetings. All regular and special meetings of the Board are open to any member of the Society, unless a majority of those directors present votes to meet in executive session.
D. Notice of Board Meetings. The date, time, and place of each regular Board meeting shall be published to the members of the Board, a reasonable time before the meeting, by means that may include mail or electronic communication. Notice of a special meeting, including a brief description of the purpose of the meeting, shall be sent to all members of the Board at least 48 hours before the meeting and, whenever possible, shall be published to the members as well.
Section 8. Quorum; Vote; Adjournment. A simple majority of all directors constitutes a quorum for any Board meeting. If at any meeting less than a quorum is present, a majority of those present may adjourn the meeting. The act of a majority of the directors present at any meeting at which a quorum is present is the act of the Board.
Section 9. Removal. A director may be removed from the Board at any time, for cause, by the affirmative vote of at least 2/3 of the active members present at a Special Meeting of the Society called for that purpose. More than two consecutive, unexcused absences from the Board of Directors meetings constitutes a reason for removal from office. Individuals whose attendance at the Board meetings is sporadic may be removed from office.
Section 10. Compensation. Directors do not receive any salary for their services as such, but this does not preclude a director from serving the Society in any other capacity and receiving compensation therefor.
Section 1. Election; Tenure. The officers of the Society are a Chairman, a President, a First Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. The Society may also have such other officers as are established by the Board. The officers serve one-year terms and are eligible for re-election, except that an officer may serve no more than 3 consecutive years in the same office. Officers are elected annually by the members at the Annual Meeting. Officers hold office until they resign or until their successors are elected and take office.
Section 2. Powers and Duties of the Chairman. The Chairman is a chief advisor to the President and the Board. The Chairman performs such other duties as are assigned from time to time by the Board. In addition to the Chairman, the Board may designate a Chairman Emeritus.
Section 3. Powers and Duties of the President. The President is the chief executive officer of the Society and has general charge and control of all its business affairs and properties. The President presides at all meetings of the members and the Board. The President may sign and execute all authorized contracts, instruments, and other documents in the name of the Society. The President has the general powers and duties of supervision and management usually vested in the office of president. The President is an ex officio member of all committees. The President performs such other duties as are assigned from time to time by the Board.
Section 4. Powers and Duties of the First Vice President. The Vice President has such powers and performs such duties as are assigned from time to time by the Board or by the President. At the request of the President, or in the absence or inability of the President to act, the Vice President performs the duties, has the powers, and exercises the functions of the President.
Section 5. Powers and Duties of the Second Vice President. The Second Vice President has such powers and performs such duties as are assigned from time to time by the Board or by the President. At the request of the President, or in the absence or inability of the President or the First Vice President to act, the Second Vice President performs the duties, has the powers, and exercises the functions of the President.
Section 6. Powers and Duties of the Recording Secretary. The Recording Secretary:
records all proceedings of the meetings of the members or of the Board in books provided for that purpose, and regularly disseminates those minutes;
unless the Board designates another person to do so, keeps the official list of the members of the Society and has it present at the Annual Meeting and Special Meetings of the members;
has custody of the seal of the Society and affixes the seal to all contracts, instruments, and other documents requiring it, when authorized by the Board or the President, and attests the same;
witnesses any document on behalf of the Society;
is custodian of the books, minutes, By-laws, legal documents, and contracts of the Society;
performs such other duties as are assigned by the Board or the President; and
performs such other duties as are usual to the office of Recording Secretary.
Section 7. Powers and Duties of the Corresponding Secretary. The Corresponding Secretary:
gives, or causes to be given, notice of all meetings of the members or of the Board and all other notices required by law or by these By-laws;
manages the BCHS office, receiving and responding to written and electronic correspondence and telephone calls on behalf of the Society;
sends out notices of BCHS special events and oversees mailing of the BCHS newsletter, Gaslight;
performs such other duties as are assigned from time to time by the Board or by the President; and
performs such other duties as are usual to the office of Corresponding Secretary.
Section 8. Powers and Duties of the Treasurer.
A. has custody of all the funds and securities of the Society, and keeps full and accurate account of receipts and disbursements in books belonging to the Society;
B. deposits all moneys and other valuables in the name and to the credit of the Society in banks or trust companies designated by the Board;
C. disburses the funds of the Society as permitted or ordered by the Board, taking proper vouchers for such disbursements;
D. keeps and maintains the financial books and records of the Society;
E. provides periodically to the Board and annually to the members financial reports showing current income and expenses, an account of all transactions as Treasurer, and the financial condition of the Society;
F. gives a bond, if required by the Board in accordance with Article VIII, Section 1 of these By-laws; and
G. performs such other duties as are usual to the office of treasurer.
Section 9. Removal. An officer may be removed from office at any time, for cause, by the affirmative vote of at least 2/3 of the remaining directors present at a special meeting of the Board called for that purpose. The notice of meeting shall specify that purpose.
Section 10. Vacancies. When a vacancy occurs in any office, the Board may elect an active member of the Society to fill the vacancy until the next Annual Meeting.
Section 11. Compensation. Officers do not receive any salary for their services as such, but are entitled to receive reimbursement from the Society of approved expenses incurred on the Society’s behalf. This section does not preclude an officer from serving the Society in any other capacity and receiving compensation therefor.
Honorary Advisory Council
Section 1. In General. The Honorary Advisory Council promotes the mission and visibility of the Society.
Section 2. Qualifications. Members of the Honorary Advisory Council are individuals who, as a result of their education, employment, life experiences, public service, or other qualifications, could be expected to further the accomplishment of the Society’s purposes.
Section 3. Responsibilities. The members of the Honorary Advisory Council attend the BCHS Annual Meeting and the Baltimore City History Honors and as many of the other programs and events sponsored by the organization as possible. In addition, the Honorary Advisory Council advises, counsels, and makes recommendations to the Board on any issue relating to the Society. The Honorary Advisory Council has such other duties as are assigned from time to time by the Board, except that the Honorary Advisory Council has no authority or power to act for or bind the Board or the Society.
Section 4. Designation to the Honorary Advisory Council. The Board designates members of the Honorary Advisory Council.
Section 5. Designation of the Honorary Advisory Council Chair. Each year at the BCHS Annual Meeting, the Board names one of the members of the Honorary Advisory Council as its Chair to serve until the following Annual Meeting. The duties of the Honorary Advisory Council Chair are to communicate with the members of the Honorary Advisory Council about the BCHS events and activities to assist them in their promotion efforts and to serve as a liaison between the members of the Honorary Advisory Council and the BCHS Board.
Section 6. Term of Office. The term of office on the Honorary Advisory Council is open-ended, until the individual no longer desires or is able to serve.
Section 7. Removal from the Honorary Advisory Council. The Board may, by majority vote, remove a member of the Honorary Advisory Council, with or without cause, or dissolve the Honorary Advisory Council in its entirety.
Section 1. Standing Committees. The permanent, standing committees of the Society are the Executive Committee, the Nominating Committee, the Membership Committee, the Communications Committee, the Program Committee, the Collections Committee and the Finance Committee.
Section 2. Executive Committee. There is an Executive Committee, which consists of the Chairman, the President, the First Vice President, the Second Vice President, the Recording Secretary, the Corresponding Secretary, the Treasurer, and such additional directors as the Board determines from time to time. The Executive Committee may exercise the powers of the Board between meetings of the Board, except that the Executive Committee is not authorized to amend the Articles of Incorporation of the Society or these By-laws.
Section 3. Nominating Committee. The Nominating Committee proposes to the membership a list of nominees for each seat on the Board and for each officer position. The Committee works with the Board on recruitment of candidates for the Board and for Officers and presents a slate to the Board prior to its dissemination to the membership before the Annual Meeting. The slate is submitted to the Recording and Corresponding Secretaries no later than 4 weeks before the Annual Meeting. The Nominating Committee proposes to the Board nominees to fill vacancies occurring on the Board during the course of the year. The Board designates members of the Nominating Committee from among the members of the Board and selects its Chairperson.
Section 4. Membership Committee. The Membership Committee oversees and executes all aspects of the membership process of the Society. The Committee manages the membership database, develops and disseminates membership materials, and assists in efforts to increase the membership. The Board designates members of the Committee from among active members of the Society and selects a Chairperson of the Membership Committee. In addition, the Committee may develop a pool of volunteers to assist in its work.
Section 5. Communications Committee. The Communications Committee oversees and executes all aspects of the external communications of the Society, including the newsletter, the website, the Facebook page, press releases and public relations. The Committee makes recommendations to the Board and implements them, when so directed by the Board. The Board designates members of the Committee from among active members of the Society and selects a Chairperson of the Communications Committee. In addition, the Committee may develop a pool of volunteers to assist in its work.
Section 6. Program Committee. The Program Committee plans, oversees, and executes all events sponsored by the Society, including, but not limited to, the History Evenings, the Historians’ Roundtable, and the Baltimore History Honors. The Committee recommends programming to the Board and implements programs, when so directed by the Board. The Board designates members of the Committee from among active members of the Society and selects a Chairperson of the Program Committee. In addition, the Committee may develop a pool of volunteers to assist in its work.
Section 7. Collections Committee. The Collections Committee oversees and executes the acquisition, organization, cataloguing, and storage of all the collected materials of the Society, including the archives, the Baltimore Book Collection, newspaper clippings and periodicals, and ephemera. The Committee routinely reports to the Board on the status of the collections and makes recommendations regarding them. The Board designates members of the Committee from among active members of the Society and selects a Chairperson of the Collections Committee. In addition, the Committee may develop a pool of volunteers to assist in its work.
Section 8. Finance Committee. The Finance Committee assists the Board in the solicitation of donations for events or programs held by the Society. As directed by the Board, it works on grant applications to further programs and generally seeks funding for matters the Society deems appropriate and consistent with its mission.
Section 9. Other Committees. The Board may establish such other committees as are required from time to time to fulfill the mission of the Society. For each committee that it establishes, the Board shall define the duties of the committee, establish the term of the committee, and designate members and a chairperson of the committee. Committees may include individuals who are not directors or members of the Society, but a majority of the members of any committee shall be active members of the Society.
Section 10. Committees May Not Bind Society. No standing or other committee has the power to act for or bind the Society.
Section 1. Capital Stock. The Society is not authorized to issue capital stock.
Section 2. Bank Accounts. Those officers or agents of the Society from time to time designated by the Board have authority to deposit any funds of the Society in banks or trust companies designated by the Board, and may withdraw funds so deposited upon checks, drafts, or other instruments or orders for the payment of money signed by such officers or agents. Each bank or trust company with which funds of the Society are deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made, or signed by officers or agents designated by the Board, until written notice of the revocation of the authority of such officers or agents by the Board is received. If the Board fails to designate the individuals by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, they shall be signed by the President or a person designated by the President.
Section 3. Loans. Those officers or agents of the Society from time to time designated by the Board have authority to effect loans, advances, or other forms of credit or borrowing from such banks, trust companies, institutions, corporations, firms, or persons as the Board designates, and on such terms as to security or otherwise as the Board determines.
Section 1. Bonds. The Board may require any officer, agent, or employee of the Society to give a bond to the Society for the faithful discharge of his or her duties, in such amount, on such conditions, and with such surety or sureties, as the Board determines.
Section 2. Fiscal Year. The fiscal year of the Society begins on the first day of January of each year.
Section 3. Notices. Whenever, under these By-laws, notice is required to be given to any member, director, or officer, unless otherwise provided in these By-laws, it shall be given in writing, personally delivered, or sent by mail, electronic transmission (e-mail), or telefax, to the most recent address that appears on the books of the Society.
Amendment of By-laws
The Board has the sole power to amend or repeal these By-laws and make additional By-laws.
Section 1. Definitions. As used in this Article, words defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Indemnification Section”), as amended from time to time, have the same meaning as provided in the Indemnification Section.
]Section 2. Indemnification of Directors and Officers. The Society shall indemnify and advance expenses to a director or officer of the Society in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.
Section 3. Indemnification of Other Agents and Employees. With respect to an employee or agent other than a director or officer of the Society, the Society may, as determined by and in the discretion of the Board, indemnify and advance expenses in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.
END OF BY-LAWS