BENICIA HISTORICAL SOCIETY, INC.

BYLAWS

As adopted by a vote of the General Membership at the Annual Membership Meeting on December 9, 2024.

PREAMBLE

Since understanding the history of our community is basic to our democratic way of life, provides a better understanding of our state and nation, and promotes a better appreciation of our American heritage, we hereby establish this society.

ARTICLE I

NAME

The name of this society shall be Benicia Historical Society, Inc.Incorporated. (the “Society”).

ARTICLE II

PURPOSE

The purpose of the Society shall be to bring together those people interested in history, and especially in the history of Benicia, California.  The society will provide for the preservation of historical material, and for its accessibility, as far as may be feasible, to all who wish to examine or study it, to cooperate with officials in insuring the preservation and accessibility of the records and archives of the City and its institutions, and, to undertake and support the preservation of historic buildings, monuments and markers.  The society will disseminate historical information and arouse interest in the past by publishing historical materials. The Society will work to preserve the history and heritage of our city for future generations so as to enhance historic Benicia through education, communication and community involvement.

ARTICLE III

MEMBERSHIP & DUES

SECTION 1. MEMBERSHIP

Any person or organization interested in the history of Benicia, who applies for membership and tenders the necessary Annual Dues, may become a member of the Society.

Unless otherwise specified by the Board of Directors, membership shall be effective for twelve (12) month periods, commencing on the date of receipt of the Member’s annual dues. Membership in the Society shall be effective only for the period for which membership dues are paid. 

Honorary membership may be conferred by the Board of Directors, for one (1) year, on any person who has made a distinguished contribution to the Society. 

Membership shall entitle Members to participate in the programs of the Society, attend general meetings of the Society, and to participate in the election of the Board of Directors of the Society. 

Membership in the Society shall terminate on the occurrence of any of the following events: 

1. Resignation of a Member upon notice to the Society;

2. Death of a Member that is an individual;

3. Failure of a Member to pay annual dues within the period of time established by the Board of Directors after they become due and payable;

4. Expulsion by the Board of Directors for conduct which, in the opinion of the Board of Directors, is or has been detrimental to the Society.

Members, including organizations who nominate an individual representative, shall be entitled to one (1) vote. Honorary members shall not be entitled to a vote.

SECTION 2. DUES

The Board of Directors shall establish at the beginning of each year, and may revise from time to time, dues rates for membership, payable annually in advance.  The Board of Directors may also establish dues rates at its discretion:

• for longer periods of time, including life memberships for Members;

• for Members over or under a certain age; 

• for any entity other than an individual person; or

• for families living in the same household.

ARTICLE IV

MEETINGS

SECTION 1. GENERAL MEETINGS

Each year, the Board of Directors shall hold at least one (1) general meeting for all members of the Society, in December at a time and place fixed by the Board of Directors, for the purposes of election of Directors, election of Officers, review of the annual reports, and the transaction of other business. This meeting is sometimes referred to in these Bylaws as the “Annual Meeting.” The authority to call additional general meetings is vested in the Board of Directors. Notice for each general meeting shall be sent via physical or electronic transmission  at least ten (10) days in advance.

SECTION 2. MEETINGS OF THE BOARD OF DIRECTORS

Place of Meetings.  Meetings shall be held at such time and place as the President shall designate.

Call of Meetings.  Meetings of the Board of Directors may be called at any time by the President, Vice-President, or any two (2) Directors.  The Board of Directors will hold at least one (1) meeting each month unless otherwise agreed upon by a majority vote of the Directors then in office.

Notice to Directors. The President, Vice President, Recording Secretary, or Corresponding Secretary will provide, or cause to be provided, notice of all meetings via physical or electronic transmission. Meetings must be preceded by at least forty-eight (48) hour notice. An entry regarding this notice may be entered in the minutes of the meeting, and such entry shall be conclusive evidence that notice was duly given. 

 

Quorum and Voting.  A majority of the Directors then in office shall constitute a quorum for the transaction of business.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. Each Director will have one (1) vote on any issue that comes before the Board of Directors.   Unless explicitly stated otherwise in these Bylaws, the Board of Directors has taken an action if such action has been approved by a simple majority vote of the Directors at any properly called and noticed meeting. 

Action Without Meeting. Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting if all Directors are notified in writing twenty-four (24) hours in advance as to the action to be taken and a majority of the Directors then in office consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board of Directors.  Consent may be solicited verbally, in person or by telephone, or by electronic means, but shall be effective only upon written consent, which may be conveyed by physical or electronic transmission. For the purposes of this Section only, “all members of the Board” shall not include any “interested Director” as defined in section 5233 of the California Nonprofit Corporation Law.  Such written consent shall have the same force and effect as a vote of the Board of Directors taken at a meeting and shall be filed with the minutes of the proceedings of the Board of Directors.

Non-Director Attendance at Board Meetings.  Any Member may attend a meeting of the Board of Directors.  Individuals who are not Directors or Members may attend a meeting of the Board of Directors only if invited by at least one (1) Director. Attendance by non-Directors at closed meetings dealing with litigation or personnel is at the discretion of the President, with the advice of legal counsel. The Board of Directors reserves the right to refuse access to a non-Director if deemed necessary by the Board of Directors or President, or to remove a non-Director from a meeting who is disruptive.   

Rules of Order. Meetings of the Board of Directors shall be conducted according to the current edition of the Standard Code of Parliamentary Procedure (American Institute of Parliamentarians). The President shall have the option to nominate a Parliamentarian for each meeting to advise the President. 

Board Meetings by Teleconference or Video-Conference. Directors may participate in meetings through the use of conference telephone, video conference (Zoom, Teams, or similar), or electronic transmission.  Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this paragraph constitutes presence in person at that meeting as long as all Directors participating in the meeting are able to hear one another and participate.

ARTICLE V

BOARD OF DIRECTORS

SECTION 1. POWER AND AUTHORITY OF DIRECTORS

The Board of Directors is the governing body of the Society and fulfills the legal and fiduciary responsibility of directing the Society. It oversees the Society’s financial affairs and retains the ultimate authority over the governance of the Society as set forth in the California Nonprofit Public Benefit Corporation Law, subject to any limitations in these Bylaws relating to action required to be taken by a vote of the Members of the Society.

SECTION 2. NUMBER OF DIRECTORS

The Board of Directors shall consist of at least nine (9) but no more than fifteen (15) Directors, the exact number to be determined annually by resolution of the Board of Directors for the following year.

SECTION 3. COMPOSITION OF THE BOARD OF DIRECTORS

The number of Directors established by the Board each year pursuant to Section 2 above shall include seats on the Board of Directors for the elected Officers of the Society, which consist of the President, Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, and Historian. One (1) seat shall also be reserved for the immediate Past President. 

SECTION 4. ELECTION OF THE BOARD OF DIRECTORS

Annual Election. The Directors and the Officers of the Society shall be elected annually by the Members at the Annual Meeting.

Qualifications. A candidate for election shall be a Member of the Society.

Director Terms. The Directors shall be elected in each year necessary for a term of three (3) years. To assure continuity in the Board of Directors, the terms shall stagger by electing two (2) Directors each year.

Officer Terms. All Officers, with the exception of the Treasurer, shall be elected in each year necessary for a term of two (2) years and may serve for a maximum of three (3) consecutive terms in the same office. The Treasurer shall be elected in each year necessary for a term of three (3) years and may serve as the Treasurer for a maximum of two (2) consecutive terms. Upon leaving office, each person may not serve subsequently in the same office for at least one (1) year.  The immediate past president shall serve ex oficio. No Officer shall hold more than one (1) office at a time.

Nominations. The President shall appoint a Nominating Committee of at least two (2) Directors, which may include the President, to prepare a list of qualified nominees for each elected position to be filled for the coming year. The Nominating Committee shall report its recommendations to the Board of Directors at the monthly meeting of the Board of Directors immediately preceding the Annual Meeting. Members may also submit additional nominations for consideration at this meeting. The Board of Directors will then vote on a slate of candidates to present to Members at the Annual Meeting. The slate of candidates shall be sent to the membership at least ten (10) days before the Annual Meeting. At the Annual Meeting, the President shall present the slate of candidates to the membership. Immediately following this presentation, additional nominations may be made from the floor by any Member, provided that the consent of the nominee shall have been secured.

Voting. For offices to which only one (1) candidate is nominated, a voice vote is customary, with a majority of those voting constituting an election.  For any office to which more than one (1) candidate is nominated, the election shall be by written ballot. The candidates receiving the highest number of votes are elected. 

Installation. Officers and Directors shall be installed at the close of the Annual Meeting, and shall serve until their successors have been duly elected and installed.

SECTION 5. VACANCIES ON THE BOARD OF DIRECTORS

In the event of resignation or incapacity of any Officer except the President, or any Director, the vacancy may be filled by a majority vote of the Board of Directors for the unexpired term of office.  

SECTION 6. REMOVAL

If a Director misses three consecutive meetings unexcused, this is grounds for removal and should be brought before the Board of Directors for resolution.  If a Director is not acting in the best interest of the Society and their fellow Members this also should be brought before the Board of Directors for discussion and resolution. 

A Director may be removed from the Board of Directors at any time, with or without cause, by a three-fourths (3/4) vote of the Directors then in office.

SECTION 7. CONFLICT OF INTEREST

Whenever a Director has a financial or personal interest in any matter coming before the Board of Directors, the affected Director shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Society to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

SECTION 8. COMMITTEES OF THE BOARD

The Board of Directors, by resolution, may create one (1) or more committees of the Board of Directors, each consisting of two or more Directors and any number of Members who are not Directors, to serve at the pleasure of the Board of Directors.  

Appointments to committees of the Board of Directors shall be made by the President.  Any such committee, to the extent provided by resolution, shall have all the authority of the Board of Directors, except that no committee, regardless of resolution, may: 

1. Fill vacancies on the Board of Directors; 

2. Provide compensation for Directors for serving on the Board of Directors or on any committee; 

3. Amend or repeal Bylaws or adopt new Bylaws; 

4. Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable; 

5. Create any other committees of the Board or appoint the members of committees of the Board; or

6. Approve any contract or transaction to which the Society is a party and in which one (1) or more of its Directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporations Code.

SECTION 9. COMPENSATION AND REIMBURSEMENT OF DIRECTORS

Directors will not be compensated for their service as Directors.  The foregoing notwithstanding, Directors may receive reimbursement for their reasonable direct expenses incurred on behalf of the Society and for any expenses incurred at the direction of the Board of Directors. All such reimbursements shall be in the charge of the Treasurer and shall be administered with the knowledge and consent of the Board of Directors.

SECTION 10. NON-LIABILITIES OF DIRECTORS

Directors shall not be personally liable for the debts, liabilities, or other obligations of the Society to the extent protected by California law. 

SECTION 11. REQUIRED FILINGS AND DISCLOSURES

 

The Board of Directors shall ensure that the required filings are made by the applicable state and federal agencies, including but not necessarily limited to filings required by the Secretary of State, the State Attorney General’s office, the Internal Revenue Service, and the Franchise Tax Board. The Board of Directors shall also ensure that the Society complies with the disclosure requirements of federal and state agencies to which it is subject.

SECTION 12. DUTIES OF THE OFFICERS

The Officers shall have the authority and responsibility delegated by the Board of Directors and as follows:

President. The President shall have executive supervision over the activities of the Society within the scope provided by these Bylaws on the activities of the Society. The President shall preside at and conduct all general meetings and meetings of the Board of Directors. The President may sign all contracts and agreements in the name of the Society after the Board of Directors has approved them, serve as the representative of the Society in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties that are ordinarily the function of the office, or that are assigned by the Directors. The President shall render an annual report to be presented at the Annual Meeting of the Society.

Vice President. The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board of Directors and, at the request of the President, assist in the performance of the duties of the President. In the event that the office of the President becomes vacant, the Vice-President shall automatically become President. The Vice President shall also maintain a current membership roster of all Members of the Society. 

Treasurer. The Treasurer shall oversee the deposit of funds of the Society into the proper accounts of the Society; the recordation of all receipts and disbursements from such account or accounts; the preparation of the books and records of the finances of the Society; the preparation of financial reports of the accounts for each meeting of the Board of Directors; and the preparation and filing of all end of the year financial reports federal and state tax reports. The Treasurer shall render an annual financial report to be presented at the Annual Meeting of the Society.

Recording Secretary. The Recording Secretary shall keep accurate records and minutes of all meetings of the Society and make available copies of the minutes of the previous meeting and distribute them in advance of each meeting. The Recording Secretary will assume the duties of the Corresponding Secretary in the event of sickness or absence of the Corresponding Secretary.

Corresponding Secretary. The Corresponding Secretary shall cause to be delivered all notices of meetings and carry on all official correspondence of the society. The Corresponding Secretary will assume the duties of the Recording Secretary in the event of sickness or absence of the Recording Secretary. 

Historian. The Historian will be responsible to provide active study and research with respect to the history of the city of Benicia, encourage and participate in the recording of past events of historical nature, be responsible for verification of the authenticity of such data, foster public awareness of the unique historical heritage of the city of Benicia, and to make timely reports to the Board of Directors and to the society regarding the aforesaid activities.  

ARTICLE VI

DISSOLUTION

SECTION 1. VOLUNTARY DISSOLUTION BY VOTE

The Society may be dissolved by a two-thirds (2/3) vote of all Members.  If the Members vote in favor of dissolution, the Board of Directors shall promptly cease operations and begin the process of wrapping up the Society’s affairs and legally dissolving the organization.

SECTION 2. REMAINING ASSETS

Upon the dissolution or winding up of the Society, its remaining assets after payment or provision for payment of all debts and liabilities shall be distributed to a nonprofit organization which is organized and operated exclusively for charitable or educational purposes and which has established its federal tax exempt status under Section 501(c)(3) of the Internal Revenue Code chosen by the Board of Directors.

ARTICLE VII

BYLAWS

SECTION 1. PREVIOUS BYLAWS SUPERSEDED

These Bylaws supersede the Society’s previous Constitution and Bylaws and all amendments thereto in their entirety.

SECTION 2. EFFECT OF THE BYLAWS

These Bylaws are in all respects subordinate to, and shall be controlled by, applicable provisions of the California Nonprofit Public Benefit Corporation Law, other applicable laws, and the Articles of incorporation of the Society.  Except as these Bylaws may be inconsistent with said laws and Articles, they shall regulate the conduct of the business and affairs of the Society with respect to all matters to which they relate. 

SECTION 3. AMENDMENT OF THESE BYLAWS

These Bylaws may be amended or repealed, and new Bylaws adopted by a resolution approved by a two-thirds (2/3) vote of the Members present at any properly called and noticed general meeting.

ARTICLE VIII

MISCELLANEOUS

SECTION 1. ELECTRONIC TRANSMISSIONS

Electronic Transmissions The use of electronic transmission for meeting notices, actions by written consent, and other similar actions, is governed by California Nonprofit Public Benefit Corporation Law and any other applicable state or federal laws.  

SECTION 2. INDEMNIFICATION 

The Board of Directors may indemnify its Directors, Officers, Delegates, employees, including persons formally occupying such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any proceeding and including an action by or in the right of the Society to the fullest extent allowed by California law. 

SECTION 3. INSURANCE

The Society shall purchase and maintain insurance on behalf of its Directors, Officers, and other agents to cover any liability asserted against or incurred by any Director, Officer, or agent in such capacity or arising from the Director’s, Officer’s, or agent’s status as such.  At a minimum, the Society shall have in place at all times either a directors’ and officers’ liability insurance policy, and/or a general liability insurance policy. 

SECTION 4.  INSPECTION OF CORPORATE RECORDS

Every Director, and every Member, shall have the right to inspect the Society’s books, records, and documents to the extent allowed by the California Nonprofit Public Benefit Corporation Law. 

SECTION 5. EXECUTION OR ENDORSEMENT OF CHECKS

All checks, drafts, or other orders for payment of money and notes, or other evidences of indebtedness issued in the name of or payable to the Society shall be signed or endorsed by such person or persons, and in such manner, as the Board of Directors shall from time to time by resolution determine.

SECTION 6. EXECUTION OF CONTRACTS

The Board of Directors may authorize any Officer or Officers and any agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of the Society, and such authority may be general or limited to specified instances.  No Officer, agent, or employee shall have any power or authority to bind or obligate the Society by any commitment, contract or engagement, or to pledge its credit or render it liable for any purpose or in any amount unless duly authorized by the Board of Directors, or as duly authorized in a policy approved by the Board of Directors. 

SECTION 7. PRINCIPAL OFFICE 

The Board of Directors may change the location of the principal office at any time and may at any time establish other offices. 

SECTION 8. GIFTS, FUNDS & LOANS

The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the charitable or public purposes of the Society.

All sums received by the Society as donations or bequests (unless the donors or testators shall otherwise prescribe), all annual dues, and all income from investments may be applied to the current expenses of the Society or added to the general fund or to the permanent funds of the Society at the discretion of the Board of Directors to carry out the purpose and objectives of the Society. All such reimbursements shall be in the charge of the Treasurer and shall be administered with the knowledge and consent of the Board of Directors.

The Society shall not make any loan of money or property to or guarantee the obligation of any person.

SECTION 9. FISCAL YEAR

The fiscal year of the Society shall be January 1 to December 31.