Mission Statement & By-Laws
Falling Waters Battlefield Association is a 510(c)3 non-profit organization whose purpose is to preserve and interpret the Falling Waters Battlefield.
ARTICLE I - Name
Section 1: This organization shall be the Falling Waters Battlefield Association, Inc. hereafter referred to as the 'association'.
ARTICLE II - Purpose: The purpose of the Falling Waters Battlefield Association shall be:
Section 1: To preserve land on which the battle was fought, and any witness objects such as trees and man-made structures including, but not limited to the Porterfield House.
Section 2: To construct new building(s) to serve as a visitor center/museum and the erection of interpretative signs, markers, and walking trails where possible.
Section 3: To educate using publications, including brochures, books, pamphlets, maps, etc. that tell the story of the battle, and the effects of its outcome. To support events that commemorate the battle including re-enactment's, living history demonstrations, tours, and lectures, and to cooperate with other groups and organizations with similar goals. To maintain a Website providing the Mission Statement, By-laws, general information on the battle, membership requirements and dues, meeting dates and times, and other information related to the association.
ARTICLE III - Membership and Dues:
Section 1: Membership shall be open to all individuals and organizations interested in the association.
Section 2: Membership shall be without regard to race, gender, age, disability, veteran status, religion, sexual orientation, or national origin.
Section 3: There shall be three (3) types of memberships: Individual, Family and Organization.
Section 4: Each Individual, Family or Organization shall have one (1) vote, and must be present to vote.
Section 5: Dues shall be determined by the Board of Directors.
Section 6: Membership shall begin January 1 and ending December 31 of each year.
Section 7: New members (Individual, Family or Organization) will be accepted at any time throughout the year. Those new members joining from January 1st through August 31st will be considered paid in full through December 31st of the current year. Those new members joining on or after September 1st are considered paid in full through December 31st of the following year.
Section 8: All renewals for lapsed memberships will be for the balance of the year (ending December 31st), in which they are received.
ARTICLE IV - Governance:
Section 1: The association shall have as its Board of Directors, the following elected officers: President, Vice President, Secretary, and Treasurer.
Section 2: Chairpersons of each Standing Committee shall also serve on the Board of Directors. Each director shall have only one vote, even though they may hold multiple positions. If a Standing Committee is dissolved, the chairperson would no longer serve on the Board of Directors.
Section 3: All officers and chairpersons of this organization must be members in good standing with the association.
Section 4: The terms of office for all elected officials shall be one (1) calendar year two (2) calendar years.
(Revised 03/08/2014)
ARTICLE V - Nominations/Elections:
Section 1: Officers shall be nominated by a Nominating Committee of four (4) members; two (2) Members to be chosen by the Board of Directors from its body, the other two (2) members of the Nominating Committee shall be elected by the membership at the September meeting of each election year. (Revised 11/12/2009)
Section 2: Only those who have consented to serve as officers if elected shall be eligible for nomination. Any member may suggest a nomination for any or all offices to the committee before the Annual Meeting. If necessary, one person may hold more than one office, except that the President and Treasurer shall not be the same person.
Section 3: The Nominating Committee shall present its report to the membership at the Annual Meeting. Nominations will not be accepted from the floor at the Annual Meeting.
Section 4: A majority vote of those present and voting at the Annual meeting shall elect officers. Officers shall assume their duties at the beginning of the calendar year (January 1).
Section 5: The privilege of holding office, introducing motions, debating and voting shall be limited to members of the association in good standing.
Section 6: Vacancies, except in the office of the President, shall be filled until the next Annual meeting by the Board of Directors.
Section 7: In the event of a vacancy in the office of the President, the Vice President shall assume the office.
Section 8: Each Individual, Family, or Organization shall have only one vote for each office, with the exception of the President, who only votes in the case of a tie.
ARTICLE VI - Duties of the Officers:
Section 1: The President shall:
Preside at all meeting of the association and shall direct and administer the affairs of the association as its executive head and supervise all phases of its work, subject to the approval of the Board of Directors, and
Shall be 'ex officio' member of all Standing and Temporary or Ad Hoc Committees, except the Nominating Committee.
Section 2: The Vice President shall:
Assist the President in carrying out his duties, preside at all meetings in the absence of the president, and
Shall maintain custody of all official records, pictures, historical or other important documents, and
Perform such other duties as the President may direct.
Section 3: The Secretary shall:
Keep accurate Minutes of the meetings of both the general membership, and the Board of Directors, and at each meeting shall read the minutes from the previous meeting for review and approval; and
Maintain a complete list of members with the help of the Membership Committee; and
Shall have charge of correspondence generally. Copies of the above shall be kept in the association's official file which will be transferred to the next incoming Secretary at the beginning of each calendar year.
Section 4: The Treasurer shall:
Receive moneys of the association and shall keep an accurate record of receipts and expenditures; and
Shall present a financial statement at every meeting, and at other times when requested by the Board of Directors; and
Shall be a member of the Finance Committee which develops the annual budget; and
Shall present the proposed budget to be voted on at the Annual meeting.
Any budgeted allocation exceeding $500 must be ratified by 2/3 of the Board of Directors present and voting.
Expenditures exceeding $100 not allocated in the approved budget must be approved by the membership at a regular meeting.
The Treasurer's accounts shall be examined annually by an auditor, or an Auditing Committee of not less than three (3) members, as appointed by the Board of Directors by November 1 of each year, and signed as approved.
ARTICLE VII - Funds and Liabilities
Section 1: All expenditures made for the association shall be discussed and are subject to pre-approval of the Board of Directors. The content of all publications, brochures, websites, signs, etc. which represent the association, must also be approved by the Board of Directors.
Section 2: All contracts and obligations of any kind entered into by the association must be approved in advance by the Board of Directors, and must be signed by the President and Treasurer.
Section 3: No personal liability shall in any event attach to any member of this association, in connection with any of its undertaking, but all liabilities shall be limited to its common funds and assets.
ARTICLE VIII - Meetings:
Section 1: This association will usually meet once per month, but shall have a minimum of six (6) meetings a year, with the annual meeting held in October the 4th quarter of the calendar year. (Revised 03/08/2014)
Section 2: Additional meetings may be held at the discretion of the Board of Directors with a minimum of five (5) days notice required except in the event of an emergency.
Section 3: Either before, or at the start of each meeting, an agenda shall be presented.
Section 4: Five (5) members in good standing shall constitute a quorum at any meeting of the association.
Section 5: The Board of Directors may choose to hold closed meetings of the association, if prior approval is obtained from the President and at least one (1) other Board member.
Section 6: Special meetings of the Board of Directors may be held at the discretion of the President with concurrence by one (1) other Board member, or called by three (3) members of the board.
Section 7: Three (3) members of the Board of Directors shall constitute a quorum at any meeting of the Board, and the vote of the majority shall be necessary to approve any action taken unless otherwise noted in these by-laws. Directors must be present in order to vote.
ARTICLE IX - Committees
Section 1: The President, with the consent of the other elected officers, shall create Standing Committees as needed. However Standing Committees are not required.
Section 2: The President, with the consent of the other elected officers, may form Temporary or Ad Hoc Committees to take on specific tasks. These committees will be automatically dissolved upon completion of their specific tasks.
Section 3: The President, with the consent of the other elected officers, shall appoint the Chairpersons, of both Standing and Temporary or Ad Hoc Committees. Each Chairperson must be (re)appointed at the beginning of each calendar year, if needed.
Section 4: Officers may also chair committees.
ARTICLE X - Amendments:
Section 1: Amendments to these by-laws may be made at any meeting of the general membership by a 2/3 vote of those present and voting.
Section 2: Amendments may be proposed by any member in good standing. The final draft of the amendment must be read before the general membership, to be voted on at the following general meeting, but no sooner than 20 days from the reading of the final draft.
ARTICLE XI - Dissolution:
Section 1: Upon dissolution or abandonment, the disposition of the assets of the association remaining after payment of, or provisions for, all debts and liabilities shall be determined by the Board of Directors (with majority vote).
ARTICLE XII - Parliamentary Procedure:
Section 1: The current edition of Robert's Rules of Order Newly Revised, when not in conflict with these by-laws, shall govern the proceedings of this association.
ADOPTED BY THE MEMBERSHIP: September 14, 2006
REVISION APPROVED BY THE MEMBERSHIP: December 8, 2011