WASHINGTON PRESERVATION, INC.

CONSTITUTION

Article I Name

This organization shall be known as Washington Preservation Incorporated.

Article II Object

The object(s) of this organization shall be:

1. to discover and memorialize the history and architecture of the City of Washington, State of Missouri;
2. to discover, purchase, commission or otherwise procure, publish and in other ways preserve writings, nexspapers, blueprints, maps, journals and the like which shed light on the history and architecture of the City of Washington, State of Missouri;
3. to research, discover, procure, purchase, restore and assure the preservation of buildings, land homes or other articles which may relate to the history and architecture of the City of Washington, State of Missouri;
4. to designate and maintain historic homes, land, buildings and exhibits leasted to or owned by the corporation;
5. to hold meetings and other activities for the instruction and information of members and the public;
6. and to accept donations of money, real property, or other property for the above purposes.

Article III  Powers

The Corporation shall have, without limitation by the specification thereof, the following powers, all of which shall be exercised exclusively in connection with the promoting or carrying out of the purposes of the Corporation mentioned in Article II hereof to undertake, either along or in conjunction or cooperation with others, any lawful acts and things and engage in any and all lawful activities which may be necessary, useful, suitable or desirable for the furtherance of any or all the purposes for which the Corporation is organized and to aid or assist other organizations, the activities of which are such as to further any of such purpose.

Article IV Membership

The Corporation shall have one class of members, who shall be entitled to vote. Any individual or organization interested in supporting the purposes of the Corporation may become a member of the Corporation by filing an application in such form as the Board of Directors shall prescribe, and subject to the payment of such dues as the Board of Directors shall establish from time to time.  Other conditions and regulations of membership and the rights and privileges of members shall be determined and fixed by the By-laws.

Article V  Meetings

Regular meetings shall be held at such time and place as may be prescribed by the By-laws.

Article VI Officers

The officers of the organization, their terms and election shall be as prescribed by the By-laws.

Article VII  Amendments

Proposed amendments to this constitution shall be submitted in wirting and may be proposed by any member. Ten (10) days written notice of the submission of any proposed said notice shall be given to the Board of Directors, and the amendment may be adopted by a majority vote at the next regular meeting.

BYLAWS

Article I Meetings

There shall be regular monthly Board of Director meetings of the Corporation. Meetings will be held on the first Thursday of every month. Regular membership meetings will be called by the Board of Directors with the exception of the August meeting. When necessary, special membership meetings can be called at any time.

Article II Board of Directors

The governing body of this Corporation shall be called the Board of Directors. This body shall assume the obligation of guiding the activities of the Corporation, as set forth in the Articles of Incorporation.

Each Director shall hold office for the term for which elected and until a successor shall have been elected and qualified.

Board of Directors shall consist of seventeen (17) members elected by the general membership. (As amended August 9, 2007). A majority of the Board of Directors shall constitute a quorum. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. All members of the Board of Directors will be provided with a copy of the Bylaws and amendments.

Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of a quorum of the members of the Corporation.  A Director elected to fill a vacancy shall be elected for the unexpired term of the office. Any Director may resign by submitted written notice of resignation to the Secretary.

Any member may be expelled by the Board of Directors for just cause. Reasonable notice in writing of the charges against such member shall be given, and he shall be entitled to a hearing before the Board of Directors before final action is taken.

Article III Officers

Officers of the Corporation shall consist of a President, Vice-President, Secretary and Treasurer. The officers shall be elected by and from the Board of Directors, and shall be elected for a term of one (1) year. (As amended August 9, 2007: to delete the sentence: Elected officers may serve only two consecutive terms in any one office.)

Responsibilities of the officers of the Corporation are:

1. The President shall preside at all meetings, shall be an ex-officio member of all committees, shall uphold the Bylaws, and shall be Chairman of the Board of Directors. The President shall not be eligible to vote on motions brought before meetings of the general membership or motions brought before meetings of the Board of Directors except to break a tie vote. The President shall appoint the chairman of each standing committee.
2. The Vice-President shall assist the President in the work of the Corporation, in the absence of the President, shall perform the duties of the office, and upon resignation or removal of the President, shall become President and hold office until the next regular election.
3. The secretary shall keep in permanent form the minutes of the meetings of the Corporation, and shall be custodian of all records pertaining to the Corporation.
4. The Treasurer shall be responsible for the collection and disbursement of all funds of the Corporation, shall provide a financial report at regular meetings, shall compile an annual financial report to satisfy the Internal Revenue Service, and sign all checks against the funds of the Corporation.
5. The officers of the Corporation shall act as the Executive Committee of the Board of Directors with power to act for the Board of Directors between formal meetings.

Article IV Nominating Committee/Elections/Vote

 The Nominating Committee shall be appointed by the Board of Directors in the month of July for the purpose of seeking members who would be interested in becoming a Board of Director member and officer. The Nominating Committee shall report to the members its findings for nominations at the August meeting. The Board of Directors shall be elected at the August meeting by the members of the Corporation. The Officers shall be elected at the September meeting by the members of the Board of Directors. Each general member shall have one vote per board seat to be filled at the August meeting. Said voting shall not be cumulative. In 2001, five 1-year terms and four 2-year terms will be filled for the Board of Directors. Thereafter, all terms will be for two years. The Board of Directors may have unlimited consecutive terms. New members of the Board of Directors and new Officers will take office at the September meeting.

Article V Standing Committees

The following committees shall be established:

            Architectural Survey Committee

            Membership Committee

            Public Relations Committee

            Civic Coordination Committee

            Any other necessary committees

Article VI Quorum

At any regular or called meeting of the Board of Directors, a majority of the Board of Directors present shall constitute a quorum. At the August meeting, 10% of the members shall constitute a quorum for the purpose of electing the Board of Directors for the Corporation.

Article VII Parliamentary Authority

Roberts Rules of Orders (intro.) Floyd Riddick, Jove Books, Berkeley Publ. Group, NY, 1967, shall be the parliamentary authority for the Corporation.

Article VIII Amendments

These Bylaws may be amended at any regular meeting by a two-thirds vote of those members present and voting, provided notice of the proposed amendment has been given to the Board of Directors in writing at least ten days prior to the date of the meeting.

Article IX Tax Qualification

No part of the net earnings of the Corporation shall benefit, or be distributed to, its members, trustees, 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 of distribution in furtherance of the purposes set forth. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise, attempting to influence legislation and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt form Federal Income Tax under 501(c) (3) of the Internal Revenue Code of 1954, or (b) a corporation, contributions to which are deductible under Section 170 (b) (2) of the Internal Revenue Code of 1954.

August 9, 2007