ARTICLE ONE - NAME
The name of this Organization shall be the San Fernando Valley Historical
Society, Inc.
ARTICLE TWO - PURPOSE
The purpose of this Organization shall be to perpeturate and preserved the
history of the San Fernando Valley; historical research in relation to its
founding and development; preservation of documents and relics; marking and
protection of historic sites and landmarks; and cooperation with other
organizations having a similar purpose.
ARTICLE THREE - MEMBERSHIP
Section I. Annual Membership in the Society shall be granted to individuals
with an interest in the programs and work of the Society and who, upon written
application are accepted for membership in one of the following
classifications: Individual, Couple (husband and wife), Student, Sustaining,
Corporation, and Organization. Life memberships are also available.
Section II. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Members who fail to be in good standing shall not be entitled to vote on any matter. Organizations shall be entitled to one vote.
Section III. Good Standing. Any members whose periodic dues payment shall be in arrears more than 90 days after their due date shall not be in good standing and shall not be entitled to vote.
Section IV. Membership Dues. Each member shall pay a membership dues in such amounts and at such times as shall be determined by the Board of Directors and approved by the membership. Dues for each of the classes of membership shall be in the standing rules.
Section V. Honorary Life Memberships may be given to individuals for unusual contribution to the Society and/or the community. Recommendations may be made by the general membership, but decisions as to awarding Honorary Life Memberships shall remain with the Board of Directors.
ARTICLE FOUR - BOARD OF DIRECTORS Section I. Subject to limitations of the Articles of Incorporation and these By-Laws, the Board of Directors shall be vested with full authority to transact all business pertaining to the Society and shall be subject ot laws of the State of California pertaining to non-profit corporation directors.
Section II. Number and Qualifications. The authroized number of Directors shall be 16 (including the Director holding office by virtue of being the immediate past president of the Society). No person who is not a member of the Society shall be eligible to serve as a Director.
Section III. Election and term of Office. The 15 Directors elected by the members are divided into two groups of eight and seven directors. The group of eight to be elected in even years, and the gorup of seven in odd years; each group to hold office two years.
The Directors in each group shall hold office until the annual meeting in the year of the expiration of their respective terms. At each annual meeting of the members, a number of directors shall be eledted equal to the number of directors whoses terms shall have expired at the time of such meeting. The directors so elected shall take office upon election and shall hold office for two years.
In addition, the Immediate Past President of the Society shall be an ex-officio member of the Board of Directors for a term of one year commencing with the expiration of his or her term of office as president. or until another past president is qualified, with allof the powers of an elected director.
In the event the past President and one year remianing in their term as a member of the Board of Directors, the remiander of the term shall be cancelled. That term for the office of the Board of Directors of one year shall be filled by the Board of Directors as a vacancy as provided for in Section IV.
Section. IV. Vacancies. Any director may resigne effective upon giving written notice to the President, the Secretary of the Board, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a guture time, a successor may be elected before such time, to take office when the resignation is effective.
Vacancies in the Board may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the expiration of the term of the replaced director.
Section V. Place of Meeting. Regular or special meetings of the Board shall be held at any place within the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Society.
Section VI. Regular Meetings. Regular meetings of the Board shall be held without call or notice on the first Tuesday of each month.
Section VII. Special meetings of the Board for any purpose may be called at any time by the President, Vice-President, the Secretary, or any two Directors; provided all members of the Board are notified of time, place and purpose of the meeting, upon teh days notice by first class mail or 48 hours by telephone or similar means of communication.
Section VIII. Quorum. Eight members of the Board constitute a quorum for the transaction of Business.
Section XI. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Society.
Section X. Committees. The Executive Committee shall consist of the President, Vice-President, Recording and Corresponding Secretaries, the Treasurer and the Immediate Past President. The Executive Committee shall have power to act for the Society within the limitations of the Articles and the By-Laws and the policies of the Society.
Standing committees shall be program, membership, landmarks, public relations, ways and means, tours, physical arrangements, library, office and rental. Standing Committee charmen shall be appointed by the President from the general membership and/or the Board of Directors with the approval of the Board, and shall report to the board at regular Board meetings and at membership meetings when called upon.
Procedures and policies for Standing Committees shall be stated in the Standing Rules.
Special committees to facilitate the work and program of the Society may be appointed by the President at any time.
Section XI. A Budget/Auditing Committee of one Director (excluding the Treasurer) and two general members shall be elected by the general membership and approved by the Board at the January meeting. This committee shall present an audit report to the Board in March. the Committee and the Treasurer shall present a proposed budget at the March meeting of the Board of Directors.
Section XII. A Board member may be replaced by a majority vote of the Board of Directors after three (3) unexcused absences from Board of Directors meetings.
ARTICLE FIVE - OFFICERS
Section I. The officers of this Society shall be a President, Vice President,
Recording Secretary, Corresponding Secretary, and Treasurer.
Section II. Election. The officers of the Society shall be elected annually by the Board from the members of the Board of Directors, on the first Tuesday of March.
Section III. Vacancies. A vacancy in any office shall be filled by the Board of Directors.
Section IV. The President shall preside at all meetings of the Society and the Board of Directors, shall be an ex-officio member of all committees; except the Nominating Committee, and shall exercise general supervision of all activities of the Society.
Section V. The Vice President shall assist the President; and in the absence of the President assume the responsibilities and prerogatives of the President.
Section VI. The Recording Secretary shall keep the minutes of the meetings of the Society and give a report of the Board Meetings at the regular business meetings; or, the report may be printed in the monthly bulletin.
The Secretary shall keep or cause to be kept at the principal office of the Society, copies of the Articles of Incorporation, By-Laws, Standing Rules, a list of charmen and committees, and other permanent records.
All record of the Society kept by the recording Secretary shall be available at all times for inspection by duly authorized officials of the State, County, and Federal Governments in conformance with laws pertaining to a non-profit corporation.
Section VII. The Corresponding Secretary shall conduct the general correspondence of the Society, send out notices and keep necessary stationary and printed matter. He shall keep a file of correspondence of the Society. He shall keep an active and classified list of members of the Society and their addresses.
Section VIII. The Treasurer shall receive and keep records of all monies of the Society, and shall deposit in a bank authorized by the Board; shall pay approved bills authorized by the Board.
All records of the Society kept by the Treasurer shall be available at all times for inspection by duly authorized officials of State, County and Federal Government in conformance with laws pertaining to non-profit corporations. Monies for the Andres Pico Adobe shall be kept in a separate account.
ARTICLE SIX - NOMINATIONS AND ELECTIONS
Section I. A Nominating Committee of five members shall be elected at the October meeting. The Committee to consiste of two members from the Board and three from the general membership; to be elected at the Octobr board and business meeting.
Section II. The Nominating Committee shall make their report at the January Business Meeting and further nominations may also be made from the floor.
Section III. By ballot, the Board of Directors shall be elcted by a majority vote of members. a quorum being present at the Annual Meeting in February. They will assume their duties on Marck 1, the beginning of the fiscal year. The installation shall be held at the March general meeting.
ARTICLE SEVEN - MEETINGS AND QUORUM
Section I. Regular meetings of the Society shall be held each March, April, May, June, October, January and February. These meetings may be held at a time and place to be determined by the President with the approval of the Board.
Section II. The Annual Meeting of the Society and election of Directors shall be held in February of each year; the fiscal year beginning on March 1.
Section III. Special Meetings may be called by the President or upon application of ten members, the President shall call such a meeting. All members shall be notified of such a meeting in writing.
Section IV. Fifteen members of the Society in good standing shall constitute a quorum for the transaction of business.
ARTICLE EIGHT - ANDRES PICO ADOBE
In accordance with its contract with the City of Los Angeles, the San Fernando Valley Historical Society shall manage the Andres Pico Adobe, 10940 Sepulveda Blvd., Mission Hills, as the San Fernando Valley Heritage Center; to serve current and future generations as a musuem of local significance; a library of printed matieral, a repository of audio-visual evidence and a site for historical related meetings; and shall use the Adobe for their official headquarters.
Section I. The Board of Directors (Officers) of the Societyshall set policy for the management of the Adobe and the operation of the Heritage Center following policies set down in the contract withthe City of Los Angeles. Plan and direct a program of local and general western history signifcant to the San Fernando Valley and its envrons that will enrich the members of the Society and the community.
Section II. The Treasurer of the Society shall receive and disburse all funds of the various departments of the Heritage Center.
Section III. The President, with the approval of the Board of Directors, may appoint an Executive Secretary, who shall administer the activities of the Society and the physical arrangements of the Adobe. Duties of this office are described in the Standing Rules. The Executive Secretary shall be responsible to the Board of Directors.
Section IV. The President, with the approval of the Board of Directors, shall appoint a Curator who shall operate the Heritage Center. Duites of this office shall be described in the Standing Rules. The Curator shall be responsible to the Board of Directors.
Section V. The Executive Secretary and Curator shall procure as many sub-chairmen as are necessary to efficiently carry out the duties of their offices.
Section VI. The offices of Executive Secretary and Curator shall be volunteer positions until such time as the Society shall be in the position to employ salaried personnel.
ARTICLE NINE - AMENDMENTS
These By-Laws and the Articles of Incorporation may be amended by a two-thirds
vote of the members present at any regular business meeting, a quorum being
present, provided the proposed amendment shall have been read to the general
membership at least one month before it is voted upon; or, that copies of
proposed revisions and amendments are distributed to members one month prior
to voting.
ARTICLE TEN - PARLIAMENTARY LAW
Roberts Rules of Order, Revised, shall be the authority of parliamentary
procedure and all matters not covered by the Corporation Code, Articles of
Incorporation, By-Laws and Standing Rules.
ARTICLE ELEVEN - STANDING RULES
Standing rules governing procedures and policies for effective administration
of the Society shall be revised each year.
Certified Upon Adoption
_______________________________
President
_______________________________
Recording Secretary
Revised January 27, 1983
Revised March 26, 1992
Revised June, 1994
Revised June 24, 1996
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San Fernando Valley Historical Society
Andres Pico Adobe * Box 7039/10940 Sepulveda Blvd., Mission Hills, CA 91346 * 818 365-7810