Bylaws
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Articles of Incorporation
COMES NOW the Undersigned Edwin Bridges, President; Harriet E. Amos Doss, Vice President; Mary Jane McDaniel, Secretary; Debbie Pendleton, Membership Secretary; and Michael Breedlove, Treasurer of the Alabama Historical Association, respectively; who having been authorized, on the 17th of April, 1998 by the Executive Committee of the Alabama Historical Association (Association) in Mobile, Alabama in a duly held business meeting of the referenced committee, to pursue and perfect the Incorporation of the Association as a Section 501 (c)(3) of the Code of Internal Revenue Service tax exempt entity and in doing so declare, publish and file this set of Articles of Incorporation, in the office of the Judge of Probate, in said County, as follows:
ARTICLE I
NAME AND LOCATION
The name of the corporation shall be "Alabama Historical Association," which was founded in 1947 and has continually remained a non-incorporated entity since such date, (herein after at times may be referred to as the "Association" or "Corporation"), and its primary office shall be located in Jefferson County, Alabama.
ARTICLE II
EXISTENCE
The existence of this corporation shall be perpetual.
ARTICLE III
PURPOSE OF THE ASSOCIATION
The purpose of the Association shall be to discover, discuss, interpret, procure, preserve, diffuse, and enjoy whatever may relate to the natural, civil, social, literary, cultural, economic, ecclesiastical and political history of the State of Alabama and its surrounding geographical area.
Unless otherwise prohibited, the Association shall have all of the authority defined in Section 10-3A-20 of The Code of Alabama, 1975, as amended. Also such authority shall include any and all acts necessary and/or convenient in the pursuit of the purposes of the Association. However, the Association shall not engage in any activity which would jeopardize its Section 501 (c)(3) standing.
ARTICLE IV
MEMBERSHIP
Section A. Membership in the Association is open to anyone interested in Alabama history, upon receipt of application and membership dues.
Section B. Membership categories shall consist of individual, family, and student members and such other categories as the Board of Directors may establish from time to time.
Section C. Membership dues shall be set by the Board of Directors and the said Board shall see due notice is given of same.
Section D. Membership shall be revoked or denied for any good cause, which the Board of Directors deems is unbecoming of a member.
ARTICLE V
OFFICERS AND EXECUTIVE COMMITTEE
Section A. The Executive Officers of the Association shall be a President, a President-Elect/Vice President, a Secretary, a Membership Secretary, a Treasurer, and any other executive officers the Board of Directors may establish. These referenced officers plus the immediate past President of the Association shall be the Executive Committee of the Governing Board, (Board of Directors).
Section B. The Executive Officers, the immediate past President, and twenty-four (24) members elected at large by The Association shall constitute the Governing Board of thirty members, which shall be the Association's Board of Directors (Board). All members of the Board must be members of the Association at time of election and must remain so throughout their term of office, respectively. After all initial terms have been served, all terms shall be for a period of three years unless for the completion of a vacancy.
Section C. The responsibilities and authority of the members and officers of the Executive Committee shall be as normally accepted for such officers, respectively, and as defined in the Bylaws of the Association. The Secretary shall have all of the duties normally assumed by such, and unless a separate office of Executive Secretary is established, the Secretary shall also assume the duties normally assigned to the Executive Secretary. All other details of eligibility, terms of office, qualification, etc. shall be as defined in the Bylaws of the Association or directed by official act of the Association.
The Association shall have whatever standing and ad hoc committees it deems are needed, from time to time, and the same is also true of the Board and Executive Committee as they fulfill their duties, respectively. The details concerning the establishment, role, member's duties, purposes, etc. concerning each committee shall be spelled out in the Bylaws of the Association and/or the resolution creating same.
ARTICLE VI
BOARD OF TRUSTEES/DIRECTORS / EXECUTIVE COMMITTEE
The present Executive Officers shall serve as the Executive Committee until each of the replacement of each is elected and takes office on April 18, 1998 as follows: Edwin C. Bridges, President; Harriet E. Amos Doss, Vice President; Mary Jane McDaniel, Secretary; Debbie Pendleton, Membership Secretary; Michael Breedlove, Treasurer.
The Executive Committee, composed of the five Executive Officers of the Association and the immediate past President from the next preceding presidential term, shall make and execute all contracts, deeds, bonds, notes, negotiable instruments, mortgages, trusts and all other instruments of indebtedness or conveyance of the Association upon the directives of the Board or the Association. Further, the duties of the Executive Committee shall be as defined herein, in the Bylaws of the Association and directed by the Board. The Board shall have such other duties and authority as provided by the Bylaws and/or directed by the Association.
The President of the Association and the Secretary of the Association shall serve as President and Secretary of the Board, respectively. The same shall also be true of the Executive Committee.
The title of all property shall be vested in the name of the said Association.
ARTICLE VII
ELECTION OF OFFICERS
Section A. All officers shall be elected by the membership at the dully held annual business meeting by a majority vote of the members present. Other details concerning elections of officers and election and appointment of committee members shall be as stated in the Bylaws, including filling vacancies and responding to emergencies.
ARTICLE VIII
BUSINESS MEETINGS
Section A. The Association shall hold an annual meeting each year in April or as otherwise set out or allowed for in the Bylaws, and such other meetings, special meetings, as the membership, or three of the Executive Officers may call, provided good faith effort is made to give notice. The membership may call a special meeting by writen petition with the number of members equal to fifty percent of the number of members registered and attending the last previously held annual meeting.
Section B. All members shall be properly notified of all meetings at least thirty days in advance of the meeting, unless a majority of the Executive Officers deems there is an emergency.
Section C. A quorum shall consist of a majority of those present after a good faith effort is made to give notice to all members.
Section D. Unless otherwise provided according to the Bylaws or by previous specific action of the Association, the authority by which business meetings shall be conducted is the Robert's Rules of Order, most current edition.
Section E. The Executive Committee and Board of Directors may have for their own responsibilities their own set of Bylaws, respectively, provided they are not in conflict with the Bylaws of the Association.
ARTICLE IX
FISCAL YEAR
The Association's fiscal year shall be as set out in the Bylaws: The Association's fiscal year shall extend from the first day of January through the last day of the following December for a period of twelve months, and each twelve month period thereafter, unless defined otherwise in the Bylaws of the Association.
ARTICLE X
BYLAWS
The Bylaws of the Association shall serve as the guidelines and regulations for the internal functions and operations of the Association with its officers and members. The Bylaws shall be followed where they are applicable; otherwise Robert's Rules of Order, most current edition, shall be followed. If the Association has previously given a directive on a given matter or procedure not covered in the Bylaws, that directive should be followed instead of Robert's Rules of Order.
ARTICLE XI
NON-PROFIT PRACTICES AND DISSOLUTION PROVISIONS
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c)(3) purposes.
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provision of these articles, the Association shall not carry on any activities not permitted to be carried on (a) by an Association exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by an Association, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code.)
The assets of the Association are permanently dedicated to the exempt purposes of Section 501 (c)(3) of the Internal Revenue Codes, as amended.
Upon the dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.
ARTICLE XII
AMENDMENTS TO ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended by a two-thirds (2/3) vote of those present and voting when the Association is sitting in a duly called and held business meeting as provided by its Bylaws.
ARTICLE XIII
NUMBER, NAME, POSITION AND ADDRESSES OF DIRECTORS / TRUSTEES / AND EXECUTIVE OFFICERS RESPECTIVELY AND EACH TERM OF OFFICE
The following persons are the present Executive Officers of the Association. Each person's present term shall expire at 12:00 a.m., April 18, 1998. However, notwithstanding this provision, the referenced officers shall continue to serve in their respective capacities until their successors are elected and assume their offices, respectively. The following officers also serve as Directors:
1. Edwin C. Bridges, President
Alabama Department of Archives and History
624 Washington Avenue
Montgomery, Alabama 36130
2. Harriet E. Amos Doss, Vice President
Department of History
401 Ullman Building
1212 University Boulevard
University of Alabama at Birmingham
Birmingham, Alabama 35294-3350
3. Mary Jane McDaniel, Secretary
Department of History and Political Science
Willingham Hall
Willingham Avenue
University of North Alabama
Florence, Alabama 35632
4. Debbie Pendleton, Membership Secretary
Alabama Department of Archives and History
624 Washington Avenue
Montgomery, Alabama 36130
5. Michael Breedlove, Treasurer
Alabama Department of Archives and History
624 Washington Avenue
Montgomery, Alabama 36130
ARTICLE XIV
INITIAL REGISTERED AGENT
The initial registered agent/representative of the Association is:
Chriss H. Doss, Attorney
1891 Hoover Court
Suites 5 and 6
Birmingham, Alabama 35226
(205) 978-9992
The above Executive Officers, plus the immediate past President of the Association shall each be a member of the Board of Directors and shall serve on the Executive Committee of same.
ARTICLE XV
INITIAL REGISTERED OFFICE
The initial registered office of the said Association shall be the Law Office of Chriss H. Doss, located at 1891 Hoover Court, Suites 5 and 6, Birmingham, Alabama 35226.
IN WITNESS WHEREOF, the undersigned Incorporators have hereunto subscribed their names on this _____ day of April, 1998, at Mobile (Mobile County), Alabama.
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Edwin C. Bridges, President
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Harriet E. Amos Doss, Vice President
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Jane McDaniel, Secretary
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Debbie Pendleton, Membership Secretary
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Michael Breedlove, Treasurer