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HomeMy WebLinkAbout08899RESOLUTION NO. 8899 A RESOLUTION APPOINTING A MEMBER TO THE SOUTHEASTERN COLORADO HERITAGE CENTER BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: The following individual is hereby appointed to the Southeastern Colorado Heritage Center for a three -year term expiring March 1, 2003: Frances Paglione INTRODUCED January 24, 2000 BY Al Gurule Councilperson I I APPROVED: 9, President of the Council ATTEST: 1 ,► 1 M� Counc g e n a AGENDA ITEM # S TITLE : A RESOLUTION APPOINTING A MEMBER TO THE SOUTHEASTERN COLORADO HERITAGE CENTER DEPARTMENT: CITY CLERK'S OFFICE DATE: JANUARY 24, 2000 BACKGROUND: Mr. Tom Cummins, Chairman of the Southeastern Colorado Heritage Center, requested that Council appoint a person to fill the vacancy on their Board of Directors. This appointment is covered in their bylaws. (See attached copy.) The Southeastern Colorado Heritage Center Board was not created by either Ordinance or Resolution. The vacancy on this board was created by the resignation of former Council member Chuck Jones who was informally appointed to the board. An advertisement was published in The Pueblo Chieftain on December 27, 1999 seeking volunteers to serve on this board, and the following applications were received and are attached for your review: Frances Paglione John Bertholf Fredrick L. Kidd Council Action: Approve Resolution inserting the name of �(Ck rQLO' o�E for a 3 -year term expiring March 1, 2003; or Disapprove CD 0 BY -LAWS OF THE SOUTHEASTERN COLORADO HERITAGE CENTER Article One: Organization, Name and Location Section 1.0 The name of the organization shall be the SOUTHEASTERN COLORADO HERITAGE CENTER, hereinafter referred to as the Center. Said Center shall be a non -prof it corporation organized under the laws of Colorado, and upon approval by the incorporators of these By -Laws, an application will be filed with the United States Internal Revenue Service for qualification as a Section 501(c)(3) corporation under the United States Internal Revenue Code. Section 1.02 The principal office of the Center shall be in the City and County of Pueblo, Colorado. Section 1.03 The Center is being formed by four nonprof it cooperating organizations namely the Pueblo County Hisorical Society, the Pueblo Historical and Archeological Society, The Pueblo Locomotive & Rail Historical Society Inc., and the Pueblo Street Railway Foundation. Article Two: Purpose Section 2. 0 The purpose of the corporation is to provide permanent care for significant information and objects which ref lect the natural and cultural heritage of southeastern Colorado from the beginning to the present time. The Center will collect items and information of cultural interest as museum materials including but not limited to printed materials, manuscripts, and artifacts illustrative of Southeastern Colorado's life, conditions, events and activities of the past and present. The Center shall provide for the proper preservation of such materials; for the accessibility of such items for research and study; and for their display and exhibit to the general public. Section 2.02 The further purpose of the corporation is to maintain and operate the Edward Broadhead Library as a research center and for the benefit of the general public. Section 2.03 The Center shall cooperate with other heritage related groups and organizations in the preservation and protection of historic sites, buildings and other structures of historic significance. 1 Section 2.04 The Center shall participate in awakening the public to our heritage by disseminating information by publications, programs for the public, and through the various communications media. Section 2.05 The Center is organized exclusively for historic preservation, educational and scientific purposes, including such purposes as the making of distributions to organizations under Section 501 (C) (3) of the United States Internal Revenue Code Article Three: Management of the Corporation Section 3.01 Management of the corporation shall be vested in the Board of Directors, hereinafter referred to as the Board. The initial Board and succeeding Boards shall consist of two representatives of each of the four original cooperating organizations, a representative appointed by the Pueblo County Board of Comissioners, a representative appointed by the Pueblo City Council, an (exofficio deleted Nov 21 1997) member appointed by the Pueblo Chamber of Commerce, an (exofficio deleted Nov 21 1997) member appointed by the Latino Chamber of Commerce, and three board members selected from the general public at large. The initial Board shall be selected at the organizational meeting of the incorporators. Succeeding Boards shall be elected at the annual membership meeting in the month of March. Section 3.02 At the organizational meeting the Board members representing the four cooperating organizations and the three Board members elected at large shall draw lots for terms so that initially there will be four members serving three year terms, four members serving two year terms and three members serving a one year term. Thereafter all terms shall be for three years. No member shall serve more than two successive full terms; however a former Board member may be re- elected to the Board providing that at least a one year interval of time has elapsed since his/her prior service. E) Section 3.03 In addition, at the organizational Board meeting and thereafter at the annual Board meetings, the Board shall elect a President, a First Vice - President, a Second Vice President, a Secretary and a Treasurer. In addition the President shall forthwith appoint a nominating committee of at least three persons to serve until the next annual meeting. The nominating committee shall investigate the qualifications and availability of potential Board members and make recommendations for nominees to the Board by letter at least thirty days prior to the annual meeting or no later than sixty days after a Board vacancy has occured. Section 3.04 Any non -profit organization organized for historic preservation and f or purposes in substantial agreement with the purposes of the Center may be accepted as a co- operating organization by a majority vote of the Board of Directors. Section 3.05 The Board shall be responsible for the management of the corporation including but not limited to adopting annual budgets; receiving regular financial reports; supervising annual audits; supervising the Executive Director; and establishing all operating policies and ethical standards for the corporation, the museum, and the library. Section 3.06 The Board shall meet no less than monthly. Special meetings may be called by the President or shall be called upon the written- request of three Board members. Special meetings shall be set upon at least three days actual notice. Any member of the Board who is absent from three regular consecutive meetings, or four meetings during a twelve month period, shall be deemed to have resigned from the Board and shall cease to be a member thereof subject to reinstatement for good cause shown by a majority vote of the Board. Seven members of the Board shall constitute a quorum for meetings. Section 3.07 The annual meeting of the Board shall take place no later than one week after the annual membership meeting each year. Section 3.08 There shall be an Executive Committee of the Board of Directors composed of the officers and the immediate past president. The Executive Committee shall be authorized to act for the Board only in the event of an emergency and all Executive Committee actions shall be reviewed at the next regular meeting of the Board. V Section 3.09 The Board may employ an Executive Director who shall be in charge of the operation of the Center. The Director shall be responsible for the Center's administration and activities in accordance with the policies and budget adopted by the Board. Such Director shall have the authority to employ and dismiss staff persons in accordance with the personnel policies and budget adopted by the Board. The Director shall submit a report on the activities an d financial condition of the Center at the general membership annual meeting. The Director shall make recommendations to the Board and its Committees with regard to policies and activities of the Center. The Director shall attend all Board meetings unless excused by the President and shall submit progress reports to the Board at all regular and special Board meetings. In addition the Director shall call to the attention of the Board any and all matters which the Board should act on or about which the Board should be informed. Article Four: Officers Section 4.01 The Officers of the corporation shall be a President a First Vice President, a Second Vice President; Secretary and a Treasurer, who shall be elected by the Board at its annual meeting for a term of one year. Vacancies shall be filled by a majority vote of the Board at its next regularly scheduled meeting. Section 4.02 No board member shall serve more than two successive terms in the same office; however a former officer may be elected to the same office providing that at least a one year interval of time has elapsed since said Board member's prior service in that office. Section 4.03 The President shall preside at all meetings of the Board, the general membership and the executive committee. He or she shall appoint all committees and shall be an ex officio member of all committees. The President shall perform all of the usual functions of the President. Section 4.04 In the absence of the President or in the event of the President's inability or refusal to carry out the presidential duties, the First Vice - President shall assume such duties. In addition the First Vice - President shall chair the Membership Committee and shall perform such duties as are requested by the President. The First Vice - President shall perform the usual functions of the First Vice - President. Section 4.05 The Second Vice President shall chair the Personnel Committee and the Public Relations Committee. In addition the Second Vice President shall perform such duties as are requested by the President. The Second Vice President shall perform the usual functions of the Second Vice President. Section 4.06 The Treasurer, with the assistance of the Executive Director, shall keep an accurate record of all monies received and disbursed by the corporation. All such financial records shall be available at all times at the corporation's principal place of business. The Treasurer shall deposit all corporate funds to the credit of the corporation in the bank or savings and loan association designated by the Board of Directors. The Treasurer shall make such investments as are approved by the Board of Directors. Upon approval of the Board the Treasurer shall pay the corporations debts to the extent of available funds. The officers or agents of the corporation authorized to sign corporate checks shall be determined by a resolution of the Board of Directors. The Treasurer shall make a financial report at the monthly meetings of the Board and shall give an annual financial report at the general membership annual meeting. In addition the Treasurer shall chair the Finance and Budget Committee. The Treasurer shall perform the usual functions of the treasurer. Section 4.07 The Secretary shall keep as corporate records the minutes of all meetings of the Board and all meetings of the Executive Committee. In addition the Secretary shall write all correspondence requested by the President. The Secretary shall perform the usual functions of a Secretary. Article Five: Committees Section 5.01 The standing committees:of the Board shall be as follows: the Library Committee chaired by the Librarian; the Acquisitions and Exhibits Committee which shall be chaired by the Curator; the Activities and Programs Committee chaired by the Past President; the Buildings and Grounds committee; the Finance and Budget Committee chaired by the Treasurer; the Membership Committee chaired by the First Vice President; the Personnel Committee and the Public Relations Committee chaired by the Second Vice President. The President shall appoint the chairs and the members of the standing committees in accordance with the provisions of these By -Laws. 5 Section 5.02 The President may appoint such ad hoc committees as are required for the activities of the Center. Such ad hoc Committees shall have the powers granted to them by the Board. Ad hoc committees shall elect their own chair persons. Section 5.03 The Nominating Committee shall be composed of two members of the Board and three members from the general membership. Section 5.04 Members of Committees may be appointed from the general membership as well as from the Board. The committees shall function as a support to the Executive Director and the Executive Director shall act as a resource and guide to all committees. Article Six: Financial Matters Section 6.01 All funds of the Corporation shall be invested and /or expended by authorization of the Board of Directors. Section 6.02 The Board shall designate the Corporation's fiscal year by resolution. The Corporations books of account shall be balanced monthly and audited annually by a Certified Public Accountant at the close of the fiscal year. Section 6.03 The Executive Director and other employees as are from time to time determined by the Board shall be bonded by corporate sureties in an such amounts as are acceptable to the Board. The Board of Directors shall have the power, in its discretion, to purchase "Errors and Omissions" insurance for the members of the Board of Directors. Article Seven: General Membership Section 7.01 Membership in the Southern Colorado Heritage Center shall be open to all persons without regard to race, color, sex, creed or religion. Section 7.02 All persons paying dues to one of the cooperating organizations referred to in Section 1.03 of Article One shall be eligible for membership in the Center subject to the payment of dues as provided by resolution of the Board of Directors for this class of members. Section 7.03 All other persons shall become members of the Center by the payment of dues as provided by resolution of the Board of Directors for that class of members. 3 Article Eight: Amendments Section 8.01 These By -laws may be amended at any regular or special meeting of the general membership by a majority vote of those present, provided notice was given either at the previous general membership meeting or by mail at least ten days prior to the general membership meeting. Article Nine: Dissolution Section 9.01 In the event of the dissolution of the corporation, the Board of Directors shall pay all of the debts and liabilities of the Center to the extent of available funds and all remaining assets, including endowments for the benefit of the Center, shall be transferred and donated to one or more organizations operated exclusively for charitable, educational, or scientific purposes and shall qualify at that time as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of the United States. The payment of debts and liabilities and the donation of the corporate assets shall be effected by resolution of the Board of Directors. SCHC\Policies \contutn April 9, 1998 SCHC.1 1/21/97 [I17 7