Bylaws

January 15, 2009 (Updated February 21, 2013)

Article I: Name & Mission:

The name of this organization shall be Juliaetta–Kendrick Heritage Foundation, also known as J-K Heritage Foundation.

The mission of this Foundation is to preserve and promote the cultural heritage of Kendrick, Juliaetta, and the surrounding areas; to collect and preserve historical data; to accurately chronicle the materials for dissemination and use of the citizens of our area; and to promote programs designed to raise public awareness of historical values and conditions.

Article II: Membership:

2.1. Classes of Membership:

Membership in the Foundation shall include individuals, families, organizations, and businesses.

2.2.Fees:

Membership fees shall be prescribed by the Executive Board

2.3. Annual Membership:

Memberships shall be for one calendar year beginning January 1st of each year and ending December 31st.

2.4. Honorary Membership:

The Executive Board may, in its discretion and for the promotion of Foundation purposes, confer honorary memberships without fee upon selected persons for services rendered, or for other reasons in the interest of the Foundation.

Article III: Duties & Powers of Officers:

3.1. President:

It shall be the duty of the President to preside at all meetings of the Foundation and the Executive Board; to appoint and instruct committees for the business of the Foundation; to perform or delegate such other duties as may require attention for the orderly pursuit of the objectives of the Foundation.

3.2. Vice President:

In the absence of the President, the Vice President shall assume the duties of the President.

3.3. Treasurer:

The Treasurer shall be responsible for maintaining all financial records of the Foundation. The Treasurer shall prepare financial reports for meetings. The Treasurer shall be a signer on all checks drawn on the Foundation’s bank account.

3.4. Secretary:

The Secretary shall keep official records of the meetings of the Foundation and the Executive Board, and shall present them for review and approval at each meeting. The Secretary shall serve in matters of correspondence and other functions needing secretarial attention.

3.5. Succession and Replacement of Officers:

The Executive Board shall fill any vacancy occurring in any office, for any reason whatsoever, and any member so elected shall fulfill the term of his/her predecessor.

3.6. Executive Board:

The President, Vice President, Treasurer, Secretary, and Past President shall constitute the Executive Board, which can act as an advisory committee and is empowered to make decisions on minor matters of an emergency basis when time does not permit such matters to be considered by the entire membership. A majority of the Board must concur on the decision. A member of the Executive Board may be removed, without cause, as determined by a majority vote of the Executive Board. Substantial cause shall include failure to participate in the activities of the Executive Board as evidenced by the failure to attend at lease three (3) consecutive meetings.

3.7. Terms of Office:

Executive officers shall be elected for a term of two years.

Article IV: Meetings:

4.1. Annual Meeting:

The Foundation shall hold a general meeting of the membership annually to hear reports for the year, to elect new trustees, and to conduct such other affairs as may by needful or appropriate. The meeting shall be held at a time and place determined by the Executive Board.

4.2. Voting:

Except as otherwise provided in the bylaws, decisions of the Executive Board of Directors shall be by vote of a simple majority of those present and voting, but not less that one-third of the Executive Board then serving. Each member of the Executive Board shall have one vote. In extreme emergency situations, members of the Executive Board may vote by telephone or email as long as it is confirmed by two other officers on the Executive Board. There shall be no proxy voting.

Article V: Amendments:

Amendments of these Bylaws may be made only at a meeting of the full membership of the Foundation and by a two-thirds majority of the voting members present. Proposed amendments must be submitted in writing to all members prior to the vote.

Article VI: Insurance:

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent, member, or volunteer of the Corporation.

Article VII: Compensation:

The members of the Executive Board shall serve without compensation for their services.

Article VIII: Inspection of Corporate Records:

These bylaws, the books of accounts and the minutes or proceedings of the Executive Board and any committees shall be open to inspection at all times.

Article IX: Non-Discrimination:

The Foundation shall not discriminate against any person on the basis of age, sex, race, color, national origin, sexual preference, disability, or political or religious opinion or affiliation in any of its policies, procedures, or practices.

Article X: Dissolution:

The Foundation may be dissolved by a two-thirds vote of the Executive Board then serving. In the event of dissolution, the Executive Board shall dispose of all the net assets of the Foundation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501 (c) (3) of the Internal Revenue Code.