Bylaws

December 13, 1992

Amended November 20, 2005

Amended November 24, 2013

Amended November 21, 2021

BYLAWS

MENLO PARK HISTORICAL ASSOCIATION

The purpose for which this association is formed is to collect, preserve and disseminate historical data, information, relics and objects or records of historical interest relating to the City of Menlo Park and environs.

ARTICLE I

MEMBERSHIP

SEC. 1. Any person, association, partnership, or corporation with an interest in the history of Menlo Park is eligible for membership in the Association.

SEC. 2. Members shall be enrolled upon payment of prescribed dues. Dues year is calculated from January 1 through December 31. Only person-members having paid dues are eligible to vote. Members must be present to vote at any special or annual meeting.

SEC. 3. Membership dues shall be set at such rates, schedule or formula as may from time to time be prescribed by the Board of Directors, payable in advance.

ARTICLE II

MEETINGS

SEC. 1. The annual meeting, as well as special meetings, of the membership for the transaction of business shall be held at a time and place as the Board of Directors may specify.

SEC. 2. A quorum shall consist of the members present. All members shall have a notice of annual and special business meetings of members mailed to them at least fifteen [15] days prior to the meeting. The notice shall include the items of business to be transacted.

ARTICLE III

BOARD OF DIRECTORS

SEC. 1. The Board of Directors shall consist of at least seven [7] but no more than twelve [18] members divided for election purposes into three [3] staggered groups. Directors shall be elected from and by the membership—one group each year—at the annual meeting. The term of service for each elected Director is three [3] years (less if filling a vacancy in a group).

SEC. 2. The President shall appoint a nominating committee of at least three [3] members to report to the Directors not less than thirty [30] days prior to the annual meeting. The Directors shall approve or modify the roster of nominees to be recommended to the membership. Nominations may also be made over the signature of five [5] members filed with the Association Secretary not less than five [5] days prior to the date of the annual meeting.

SEC. 3. In the event of a vacancy in Board membership during a term, the Directors may appoint a temporary replacement to serve until the next annual meeting when a permanent replacement shall be elected if there is remaining time in the term.

SEC. 4. After the annual meeting, and no later than the end of the following January, the Board shall meet and elect the officers to serve during the coming year. Other meetings of the Board of Directors shall be held regularly at a time and place selected by the Board. At Board Meetings, a majority of Directors shall constitute a quorum.

SEC. 5. The officers of the Association shall consist of a President, a Vice President, a Secretary and a Treasurer. All officers shall serve at the pleasure of the Board of Directors and shall act without compensation.

a. The President shall be the presiding officer of the Association. The Board of Directors shall exercise the powers of the office and assign other duties as may be required. The President shall appoint such standing and special committees as needed.

b. The Vice President shall act in the absence of the President, and shall exercise other duties as the President or the Board of Directors may stipulate.

c. The Secretary shall keep accurate minutes of proceedings of all meetings and provide copies to Board members and upon request to any member. The Secretary shall notify all members in a timely manner of future meetings of the membership and shall handle all necessary MPHA correspondence.

d. The Treasurer shall maintain accurate records of MPHA receipts and disbursements and shall prepare and file all reports and returns required by law.

SEC. 6. A vacancy on the Board of Directors shall occur in the event of the (1) death, removal, or resignation of any Director, (2) declaration by Board resolution of vacancy, (3) vote of the members, (4) an increase in the authorized number of Directors, or (5) failure of members to elect the number of Directors at the annual meeting.

SEC. 7. Any Director may resign at any time, effective immediately or at a date later specified by the Director, by written notice to the President, or Board of Directors. If the resignation is effective at a future time, a successor may be appointed to take office when resignation becomes effective.

ARTICLE IV

PARLIAMENTARY PROCEDURE

SEC. 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters not covered in these bylaws and shall govern meetings of the members and Board. Any question of interpretation of these bylaws shall be settled by a majority vote of the Board of Directors of the Association.

ARTICLE V

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

SEC. 1. The Directors shall establish and locate a business office for the a Association as required.

SEC. 2. The Directors are hereby granted full power and authority to provide for the establishment and operation of a Menlo Park archives and historical museum and to contract with the City of Menlo Park or any other appropriate entity for the operation and maintenance thereof.

SEC. 3. The Directors may provide for a manager to direct the day-to-day operations of the Association, archives and museum. The manager shall be responsible to the Board of Directors.

SEC. 4. The Directors shall approve programs, projects, and the annual budget.

SEC. 5. The Directors shall approve expenditures over the budgeted amounts.

ARTICLE VI

AMENDMENTS

Amendments to these bylaws may be proposed by the Directors or by written petition of any five [5] members in good standing. The text of proposed amendments shall be made available to all members at least fifteen [15] days prior to a vote thereon. Amendments may be adopted by a two-thirds [2/3] vote of members present at a business meeting of the membership, provided notice of the meeting states that a vote will be taken on said amendments.

ARTICLE VII

DISSOLUTION

The assets of the Association are hereby irrevocably dedicated to historical purposes and no part of the assets shall ever accrue to the benefit of any individual. Upon dissolution of the a Association, its assets shall be distributed in trust for historical purposes to the Menlo Park Library or such other non profit fund, foundation, or corporation organized and operated exclusively for historical purposes as may be directed by decree of the Superior Court of the County of San Mateo upon petition therefore by the Attorney General or by any person concerned in the liquidation of the Association.