Bylaws

Friends of the Museum

North Carolina Maritime Museum, Beaufort, NC

(Revised August 20, 2019)

 

Article I

Name

The legal name of the corporation is the Friends of the Museum, North Carolina Maritime Museum, Inc. Hereafter in these bylaws this organization shall be referred to as “The Friends”.

Article II

Purposes/Mission

 

The Friends support and enhance the mission of the N.C. Maritime Museum in Beaufort through financial support, communications, and programs.

Article III

Membership

Section 1

Membership shall be open to all persons who have an interest in supporting the purposes of The Friends.

Section 2

Membership is granted for one year and expires on the anniversary of its inception unless renewed. Life memberships continue for the life of the member.

Section 3

Members in good standing at the annual membership meeting may vote in all elections for Board membership, may be elected or appointed to offices and committees and may enjoy all other privileges of membership. Honorary membership may be granted only by unanimous vote of the Board of Directors. It is to be reserved for those individuals on whom The Friends wish to bestow special honor and recognition. Honorary members, unless also regular members, shall not be required to pay dues and are not eligible to be an officer of The Friends.

 

 

Article IV

Membership Meetings

An annual membership meeting shall be held at which the officers will report on their activities. Members in good standing may vote to elect Directors and on any such other questions that may be put before them by the Board. Directors shall be elected from a slate of candidates offered by the nominating committee plus such other nominations from the general membership as may be put forward at the annual meeting providing that such nominations follow the procedure outlined in Article V, Section 2. Election shall be by majority vote of those present.

Special meetings of the membership may be called according to the provisions of NC Statute 55A-7-02.

The Board may call special meetings of the membership, as it deems necessary.

The corporation gives notice to all members entitled to vote at the meeting of the place, date, and time of each annual, regular, and special meeting of members no fewer than 10, or, if notice is mailed by other than first class, registered or certified mail, no fewer than 30, nor more than 60 days before the meeting date;

In any meeting of the membership, two percent (2%) of the votes entitled to be cast on a matter shall be represented at a meeting of members, in person or by proxy, to constitute a quorum on that matter. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. [55A-7-22] Action by written ballot may also be taken as provided under provisions of NC Statute 55A-7-08.

 

Article V

Board of Directors

 

Section 1

The Board of Directors shall consist of at least 11 and no more than 14 members. The Director and Business Manager of the Maritime Museum and the Operations Director and the Communications Director of the Friends shall serve as non-voting members of the Board. The immediate past President of the Friends shall be an ex-officio, non-voting member of the Board in addition to the 11 to 14 voting members.

 

Section 2

A Director’s term shall be three years. Terms shall be staggered with at least 3 Directors elected each year.

Directors may serve no more than two consecutive three-year terms. A former Director who has been off the Board for one full year is once again eligible for election to the Board.

Directors shall be elected at the annual meeting by majority vote of members in good standing present.

In the event of a mid-term vacancy, the executive committee shall appoint a substitute to serve the remainder of the unexpired term. Should that remainder be less than 12 months, the appointment shall not be counted toward the two-term limit.

Persons who accept election as a Board member or an officer of The Friends are expected to fulfill the requisite duties and responsibilities. These include, but are not limited to, attendance at regular or special meetings, service on committees as appointed by the President and regular attendance at Museum and Friends events.

Each Board member shall serve on at least one active committee.

A full Board slate of candidates for election will be presented at each Annual Meeting of the Friends membership. Member nominations from the general membership will be solicited, submitted to and considered 45 days before annual members meeting by the nominating committee.

Section 3

The Board shall set a calendar of regular meetings at the start of each year that may be revised from time to time as needed. Special meetings may be called by the President or by vote of a majority of Directors. At any Board meeting, a quorum shall be 50 percent of the Board members plus one. Meetings may be conducted electronically so long as all members have adequate notice and access to the same materials and can all participate in the discussions, e.g., conference call or videoconference. [55A-8-20(b)] Members are expected to attend all meetings in person however exceptions may be approved at discretion of the President.

 

Section 4

The Board of Directors shall have full power and authority over the business of The Friends between membership meetings. No action by the Directors shall be contrary to these bylaws or to any resolution duly adopted by the membership at the previous annual meeting or by special referendum.

Section 5

Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if all members of the Board take the action consistent with the provisions of NC Statute 55A-8-21. The action shall be evidenced by one or more written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. To the extent the corporation has agreed pursuant to G.S. 55A-1-70, a Director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.

A period of discussion on the Motion shall be allowed and amendments made and considered prior to a final vote, just as a regular Motion would be heard at a regularly scheduled Board meeting. A period of at least seven (7) days shall elapse from the initial email Motion to the final vote being taken.

A copy of the email Motion and the discussion shall be retained by the Secretary and shall be included as action taken in the minutes submitted for approval at the next regularly scheduled meeting of the Board of Directors.

Directors may be removed as provided by NC Statute 55A-8-08.

 

 

Article VI

Officers

 

Section 1

Annually, at the first Board meeting following the annual meeting, the Board of Directors shall elect officers from among its members. The President will be elected for a single two-year term and other officers for renewable one-year terms. The Board may elect to fill officer vacancies as they occur.

The officers shall be President, Vice-President, Secretary and Treasurer.

Term Limits and Succession

The President will serve a two-year term and cannot stand for immediate re-election, except that the Board, at its discretion and by two-thirds vote of the Board, may extend the term of the incumbent President by one additional year. The Vice President elected at the beginning of the President’s final year in office will be considered the president elect and will succeed the outgoing President and serve a single two year term. Other officers may serve in a specific position a maximum of three consecutive terms

Duties

The President shall convene regularly scheduled Board meetings; preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice President, Secretary, and Treasurer. The President shall vote on matters before the Board only to resolve a tie vote.

The Secretary or his designee shall be responsible for keeping records of Board actions including overseeing the taking of minutes at all Board meetings, sending out meeting notices, distributing copies of minutes and the agenda to each Board member and assuring Board records are maintained. The secretary shall hold the corporate seal and keep permanent records.

The Treasurer or his designee shall make a report at each meeting. The Treasurer shall assist in preparation of the budget, and make financial information available to the Board members and the public. The treasurer shall review monthly Friends bank statements to ensure valid transactions.

If for any reason the President shall leave office before the end of his or her term, the Vice President shall automatically assume the office of President and shall serve until the next election of officers.  The Board shall elect a replacement Vice President for the balance of the term until the next election of officers.

Section 2

The Board of Directors may employ staff members to conduct the day-to-day business of The Friends under the direction of the President.

Article VII

Committees

 

Section 1

The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and Finance Committee chair. This Committee shall have full power and authority over the routine business of the Friends between Board meetings.

The Executive Committee must approve any major change in the budget in the intervals between meetings of the Board of Directors. No action by the Executive Committee shall be contrary to these bylaws or to any resolution duly adopted by the Board of Directors, the membership at the previous annual meeting, or by special referendum.

Section 2

The Finance Committee shall be responsible for developing and reviewing fiscal procedures, and developing an annual budget in conjunction with Friends staff and Board members. The Finance Committee includes the Treasurer and at least two other Board members. The President will appoint the Chairman of the Finance Committee.

Section 3

The Membership Committee shall be responsible for developing and reviewing membership programs regarding recruiting, communications, support and service in conjunction with The Friends staff and Board members.

 

Section 4

The Personnel Committee will assure current employee job descriptions and performance plans and annual appraisals are in place. Employees will be given face to face, written performance appraisals annually by the President.

Section 5

The Nominating Committee shall be responsible to identify, recruit and nominate candidates to stand for election for open Board seats and shall present a slate of candidates for the Board in advance of the annual meeting. Members of the nominating committee need not be Directors, but must be members in good standing The Chairman of the Nominating Committee will be appointed by the President. The Nominating Committee includes the Vice President as well as at least two others appointed by the President. Any member in good standing may also make nominations by following the procedures outlined in Article 5,Sec.2.

Section 6

Other standing committees may be established at the discretion of the Executive Committee.

 

Section 7

The President shall appoint all committees, standing and ad hoc. The President or his designee shall be an ex officio member of each committee.

Each Board member is required to serve on at least one committee each year of their term.

Community members at large will be recruited to serve on committees.

Article VIII

Parliamentary Procedure

Meetings of The Friends shall be conducted according to the rules and text of the current edition of Robert’s Rules of Order Newly Revised so long as they are not inconsistent with N.C. General Statutes governing the conduct of non-profit corporations, or The Friends’ Articles of Incorporation, bylaws or special rules of order duly adopted by The Friends’ Board of Directors.

 

 

Article IX

Amendment of the Bylaws

Bylaws may be amended by a two-thirds vote of the Board of Directors provided 30 days advance notice of the proposed amendment and notice of the meeting has been given following the provisions of NC Statute 55A-10-20.

Article X

Dissolution of the Corporation

In the event of dissolution of The Friends, the residual assets of the organization shall be turned over to one or more tax-exempt charitable organizations to be used exclusively for a public purpose not inconsistent with the mission of The Friends as specified in Article II of these Bylaws.

Article XI

Indemnification

Section 1

Indemnification: In addition to the indemnification otherwise provided by law, the Corporation shall indemnify and hold harmless its Directors, trustees and officers against all liability and litigation expense, including reasonable attorneys’ fees, arising out of their activities in any of the foregoing capacities or in any capacity in which they are or were serving, at the Corporation’s request in another corporation, partnership, joint venture, trust or other enterprise.  However, the Corporation shall not indemnify a Director, trustee, or officer against liability or litigation expense that he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the Corporation or otherwise prohibited by the Articles of Incorporation. The Corporation shall also indemnify the Director, trustee, or officer for reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of the right to indemnification granted herein, if it is determined in accordance with Section 2 of this Article that the Director, trustee, or officer is entitled to indemnification hereunder.

Section 2

Determination:  Any indemnification under Section 1 shall be paid by the Corporation in any specific case only after a determination that the Director, trustee, or officer did not act in a manner, at the time the activities were taken, known or believed by him to be clearly in conflict with the best interests of the Corporation or otherwise prohibited by the Articles of Incorporation.  Such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of all the Directors of the Corporation who are not or were not parties to the action, suit, or proceeding out of which the liability or expense for which indemnification is to be determined arose, (“disinterested Directors”), even though less than a quorum, or (b) if a majority (but not less than two) of disinterested Directors so direct, by independent legal counsel in a written opinion, or (c) by the vote of a majority of all of the voting members who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting members, or (d) by a court of competent jurisdiction.

Section 3

Advanced Expenses:  Expenses incurred by a Director, trustee, or officer in defending a civil or criminal claim, action, suit or proceeding may, upon approval of a majority (but not less than two) of the disinterested Directors, even though less than a quorum, be paid by the Corporation in advance of the final disposition of such claim, action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Director, trustee, or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified against such expenses by the Corporation.

Section 4

Reliance and Consideration:  Any Director, trustee, or officer who at any time after adoption of this Article serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.  Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article.

Section 5

Insurance:  The Corporation may purchase and maintain insurance on behalf of its Directors, trustees and officers and those persons who were serving at the request of the Corporation in any capacity in another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or otherwise.  Any full or partial payment made by an insurance company under any insurance policy covering any Director, trustee, or officer made to or on behalf of an indemnification under this Article shall relieve the Corporation of its liability for indemnification provided for in this Article or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the Corporation with respect to such payment.

 

 

 

 

 

ARTICLE XII

Conflict of Interest

The Friends of the Museum, North Carolina Maritime Museum, Beaufort, NC Inc. (The Friends) as a nonprofit, tax-exempt organization depends on charitable contributions from the public. Maintenance of its tax-exempt status is important both for its continued financial stability and for the receipt of contributions and public support. Therefore, the IRS as well as state corporate and tax officials, view the operations of The Friends as a public trust which is subject to scrutiny by, and accountability to, such governmental authorities as well as to members and the public.

Consequently, there exists between The Friends and its Board, officers, and management employees a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The Board, officers, and management employees have the responsibility of administering the affairs of The Friends honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of The Friends. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with The Friends or knowledge gained there from for their personal benefit. The interests of the organization must have the first priority in all decisions and actions.

PERSONS CONCERNED: This statement is directed not only to Directors and officers, but also to all employees who can influence the actions of The Friends. For example, this would include all who make purchasing decisions, all other persons who might be described as “management personnel,” and all who have proprietary information concerning The Friends.

Directors will comply with all provisions of NC Statute 55A-8-21, regarding Director Conflict of interest.

AREAS IN WHICH CONFLICT MAY ARISE: Conflicts of interest may arise in the relations of Directors, officers and management employees with any of the following third parties:

1. Persons and firms supplying goods and services to The Friends.
2. Persons and firms from whom The Friends leases property and equipment.
3. Persons and firms with whom The Friends is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities or other properties.
4. Competing or affinity organizations.
5. Donors and others supporting The Friends.
6. Agencies, organizations, and associations that affect the operations of The Friends.
7. Family members, friends, and other employees.

NATURE OF CONFLICTING INTEREST: A material conflicting interest may be defined as an interest, direct or indirect, with any persons and firms mentioned above. Such an interest might arise through:

1. Owning stock or holding debt or other proprietary interests in any third party dealing with The Friends.
2. Holding office, serving on the Board, participating in management, or being otherwise employed (or formerly employed) in any third party dealing with The Friends.
3. Receiving remuneration for services with respect to individual transactions involving The Friends.
4. Using Friends’ time, personnel, equipment, supplies, or good will for other than Friends’ approved activities, programs and purposes.
5. Receiving personal gifts or loans from third parties dealing with The Friends. Receipt of any gift is disapproved except gifts of nominal value that could not be refused without discourtesy. No personal gift of money should ever be accepted.

INTERPRETATION OF THIS STATEMENT OF POLICY: The areas of conflicting interest listed in paragraph three above, and the relations in those areas which may give rise to conflict, as listed in paragraph four above, are not exhaustive. Conceivably, conflicts might arise in other areas or through other relations. It is assumed that the trustees, officers, and management employees will recognize such areas and relation by analogy.

The fact that one of the interests described in paragraph four exists does not mean necessarily that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material that upon full disclosure of all relevant facts and circumstances that it is necessarily adverse to the interests of The Friends.

However, it is the policy of the Board that the existence of any of the interests described in paragraph four shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of Board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

DISCLOSURE POLICY AND PROCEDURE: Disclosure should be made according to The Friends’ standards. Transactions with related parties may be undertaken only if all of the following are observed:

1. A material transaction is fully disclosed in the audited financial statements of the organization.
2. The related party is excluded from the discussion and approval of such transaction.
3. A competitive bid or comparable valuation exists.
4. The organization’s Board has acted upon, and demonstrated that, the transaction is in the best interest of the organization.

Disclosure in the organization should be made to the President of the Board (or if she or he is the one with the conflict, then to the Vice President), who shall determine whether a conflict exists and is material, and if the matters are material, bring them to the attention of the full Board.

Disclosure involving Directors should be made to the President, who shall bring these matters, if material, to the Board. The Board shall determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to The Friends. The decision of the Board on these matters will rest in their sole discretion, and their concern must be the welfare of The Friends and the advancement of its purpose.

COMPENSATION:  A member of the Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.  A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.  No member of the Board or any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

PERIODIC REVIEWS:  To insure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax‑exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an “excess benefit transaction” as defined by Section†4958 of the Internal Revenue Code and related Treasury Regulations.

When conducting the periodic reviews, the organization may, but need not, use outside advisers.  If outside experts are used, their use shall not relieve the Board of its responsibility for insuring that periodic reviews are conducted.

RECORDS OF PROCEEDINGS:  The minutes of the Board and all committees with Board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with actual or possible conflicts of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.