NHC Bylaws as revised January 6, 2013
NATIONAL HISTORY CENTER, INC.
Effective July 23, 2002
Name and Location
. Section 1. Name. The full name of the organization shall be The National History Center, Inc., a non-profit corporation incorporated in the District of Columbia, also known as “The National History Center of the American Historical Association,” (“the Corporation”).”
. Section 2. Location. The principal office of the Corporation shall be located in the District of Columbia unless otherwise determined by the Board of Trustees.
The purpose of the Corporation shall be as set forth in the Articles of Incorporation.
The Corporation shall not have members.
Board of Trustees
. Section 1. Authority and Responsibility. The governing body of the Corporation shall be the Board of Trustees (“Board”). The Board shall have supervision, control, and direction of the affairs of the Corporation, its committees, and its publications; shall determine its policies; and shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as it deems advisable.
Section 2. Composition. The Board shall consist of at least five but no more than fifteen individuals. The Executive Director of the American Historical Association (“AHA”) shall be an ex officio voting member of the Board and shall serve as its Chair (“Chair”). The three current presidents of the AHA (president-elect, president and immediate past president) shall be ex officio voting members of the Board; the immediate past president shall serve as Vice-Chair (or if unavailable, one of the other current AHA presidents). The Director of the National History Center (“Director”) shall be an ex officio voting member of the Board. The number of Trustees may be increased by amendment to the Bylaws. (amended 12/03/2006; amended 01/02/2008; amended 01/04/2012; amended 01/06/2013)
. Section 3. Election and Term. Board members shall be elected by the Board except for ex officio members. All Board members shall have identical rights and responsibilities and except for ex officio members shall serve three-year terms provided that the terms of the initial Board members may be staggered to ensure continuity. (amended 08/01/2007; amended 01/06/2013)
. Section 4. Nominations. Candidates for election to the Board shall be nominated by a Nominating and Governance Committee, which shall propose candidates equal to the number of seats on the Board expiring at the next Annual Meeting. (amended 01/04/2012)
The Nominating and Governance Committee shall notify the Board in writing, through its Chair, at least twenty days before the date of the election, of the names of such candidates, and shall mail or electronically transmit a copy of the names of the candidates to the Board at least fourteen days before the Annual Meeting. (amended 01/04/2012)
. Section 5. Vacancies. Any vacancy in the Board may be filled for the unexpired portion of the term by a vote of the remaining Trustees to approve a candidate proposed by the Nominating and Governance Committee. (amended 01/06/2013)
. Section 6. Quorum. Unless otherwise provided by law or these Bylaws, a quorum shall be required for the transaction of business; a majority of the members of the Board, or any committee thereof, shall constitute a quorum; any decision made by a majority of those present at a meeting of the Board or any committee at which a quorum is present shall constitute an act of the Board or committee as the case may be.
. Section 7. Meetings. The Board shall meet at least two times a year at a time and place designated by the Chair. Additional meetings may be called by the Chair or at the written request of not less than a majority of the Board. The Board will typically hold one of its meetings at the Annual Meeting of the AHA. (amended 01/06/2013)
All meetings of the Board, or any committee thereof, shall be preceded by written notice (including electronic communication) of not less than ten working days (five working days in the case of the Executive Committee) unless the Board or committee unanimously waives such notice. (amended 01/06/02013)
Members of the Board or any committee may participate in any meeting by means of telephone or other form of electronic communication provided all persons participating in the meeting are able to communicate simultaneously with one another. Such participation shall constitute presence at such meeting.
. Section 8. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting, if all members of the Board consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board.
. Section 9. Removal of an Elected Board Member. An elected Board member may be removed by a two-third vote of the entire Board at a regular or special meeting provided that such proposed action is specifically set forth in the notice of the meeting.
. Section 1. Executive Committee. There shall be an Executive Committee that shall consist of the Chair, the Vice-Chair, the Director, and two at-large Board members elected by the Board. The Chair shall serve as Chair of the Executive Committee; the Vice-Chair shall serve in this capacity when the Chair is unable to do so. (amended 01/06/2013)
. Section 2. Authority and Responsibility. The Executive Committee shall have and exercise the authority of the Board in the management of the Corporation between Board meetings and may take any action except those acts specifically reserved to the Board by law or these Bylaws. All actions of the Executive Committee shall be reported to the Board within ten working days. (amended 01/06/2013)
. Section 3. Meetings. Meetings of the Executive Committee shall be at the call of the Chair or a majority of the Committee. (amended 01/06/2013)
. Section 4. Nominating and Governance Committee. There shall be a Nominating and Governance Committee consisting of the Chair, the Vice-Chair (or one of the other two current AHA presidents if the past president is unavailable), the Director and two additional individuals appointed by the Chair. It shall be the responsibility of the Nominating and Governance Committee to recommend candidates for election to the Board and a slate of officers at the Annual Meeting, and such other tasks as may be assigned by the Chair. (amended 01/04/2012; amended 01/06/2013)
. Section 5. Program Committee. There shall be a Program Committee appointed by the Board which shall consult with and provide oversight of the Director on matters relating to programming. (amended 01/06/2013)
Section 6. Development Committee. There shall be a Development Committee appointed by the Board to consult with and provide oversight for the Director on matters relating to development and fundraising. (amended 01/06/2013)
. Section 7. Other Committees. The Board may establish such other Committees as it deems appropriate, whose members will be appointed by the Chair. (amended 01/06/2013)
. Section 1. Number and Qualification. There shall be five officers of the Corporation: Chair, Vice-Chair, Secretary, Treasurer, and Director. All officers except the Secretary and Treasurer must be members of the Board. No person shall hold more than one office, except the office of Secretary. (amended 01/06/2013)
. Section 2. Election and Term. Except for the Chair and Vice-Chair, officers shall be elected for annual terms by the Board at the Annual Meeting. Each shall serve in office until his or her successor shall have been elected or until his or her death, resignation, or removal. Any elected officer may be removed, with or without cause, by a vote of the majority of the entire Board. (amended 01/06/2013)
. Section 3. Duties of the Chair. The Chair shall preside at all meetings of the Board and any committee of which he/she is a member and shall perform such other duties as may be assigned by the Board. In the absence of the Chair, the Vice-Chair shall preside. (amended 01/06/2013)
. Section 4. Duties of the Vice-Chair. The Vice-Chair shall perform the duties assigned by the Chair or the Board.
. Section 5. Duties of the Secretary. The Secretary shall record the minutes of each meeting of the Board and, in consultation with the Director, prepare an agenda for each Board meeting. No later than ten-working days prior to any Board meeting, the Secretary shall notify each Board member of the date, place, and time of the next Board meeting. No later than five-working days prior to the next scheduled meeting, the Secretary shall send to each Board member prior meeting minutes, including minutes of any Executive Meeting, a meeting agenda, and documents related to any action proposed to be taken. The Secretary shall maintain copies of all minutes and Board resolutions.
. Section 6. Duties of the Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation. The Treasurer shall report on the financial condition of the Corporation at each Board meeting. The Treasurer shall perform such other duties as the Chair or Board shall assign.
. Section 7. Duties of the Director. The Director will be appointed by the Board and shall serve at the pleasure of the Board. The Director shall be responsible for the day-to-day management of the Corporation and shall perform such duties as assigned by the Board.
. Section 8. Resignation and Vacancy. An officer may resign at any time by giving written notice to the Board, the Chair, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt. A vacancy in any office may be filled for the unexpired term in accordance with ARTICLE IV, Section 5. Any officer may resign as an officer without resigning from the Board.
. Section 9. Power of Board to Appoint Agents and Employees. The Board may appoint such other agents and employees as it shall deem necessary, each of whom shall have such authority and perform such duties as the Board may determine.
. 1. Fiscal Year. The fiscal year of the Corporation shall commence on July 1 of each calendar year or such other period as may be determined by the Board.
. 2. Banking. The funds of the Corporation may be deposited from time to time to the credit of the Corporation with such depositories as may be selected by the Board or in the absence of such selection the Chair.
. 3. Records. The Corporation shall keep at its principal place of business: (1) correct and complete books and records of account, (2) minutes of the proceedings of the meetings of the Board and committees thereof, and (3) a record of the names and addresses of the members of the Board.
The Corporation may indemnify any Board member, officer employee, or agent of the Corporation, any former Board members, officer, employee, or agent of the Corporation, any person who may have served at its request as a Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expense (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which he or she may be or is made a party by reason of being or having been such Board member, officer, employee, or agent if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. There shall be no indemnification, however, in respect to any claim, issue, or matter as to which such director, officer, employee, or agent shall have been adjudged liable to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnification for such expenses that the court shall deem proper in view of all the circumstances of the case.
The Corporation may pay expenses incurred by an officer or Board member in defending civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such officer or director. The undertaking shall be used to repay such amount if it shall ultimately be determined that the officer or Board member is not entitled to be indemnified by the Corporation under this Article. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Board deems appropriate.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from actions or omissions occurring before or after adoption hereof.
The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which such Board member, officer, employee, or agent may be entitled under any statute, Bylaw, agreement, vote of the disinterested members or Trustees or otherwise, and shall not restrict the power of the Corporation to make any indemnification permitted by law.
The indemnification and advancement of expenses provided by this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Board member, officer, employee, or agent and shall inure to the benefits of the heirs, executors, and administrators of such a person.
If any of portion of these Bylaws is found to be invalid or unenforceable, the remainder of the Bylaws shall remain effective.
Amendment of Bylaws
These Bylaws may be altered, amended, repealed, or supplemented at any regular or special meeting by the affirmative vote of a majority of the entire Board provided such proposed action is specifically set forth in the notice of the meeting.
Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Corporation, or any other provision of the laws of the District of Columbia governing or pertaining to the Corporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of subsequent tax laws.
No part of the net income of the Corporation shall inure to the benefit of or be distributable to its Trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in Section THREE of the Articles of Incorporation.