(Adopted by the membership March 6, 2012)

Article I.  Name

The name of the society shall be the Spearfish Area Historical Society.

Article II.  Purpose

Section 1.  The purpose of this society shall be to bring together persons interested in preserving, protecting, and promoting the history of Spearfish and the surrounding region.

Section 2.  The society will cooperate with the Spearfish Historical Preservation Commission, State Historical Society, Lawrence County Historical Society, and other appropriate organizations to collect, preserve, and promote research and materials of significance so that they can be made available to students, scholars, and the public. 

Section 3.  The society is organized exclusively for charitable, religious, educational and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.  The fiscal year for the historical society will run from July 1 through June 30.

Article III.  Membership and Dues

Section 1.  Any person interested in the history of Spearfish and the surrounding area who applies for membership in any classification of membership, and who tenders the necessary dues, shall thereby become a member of the society. Membership shall be of six classes:

(a) Individual membership.

(b) Husband and wife or family memberships.

(c) Institutional memberships–any organization, board, school, or library.

(d) Contributing and sustaining memberships – A person, group, or firm offering special support to the objectives of the society are given a free annual membership.

(e) Honorary memberships – Honorary membership may be conferred upon any person whose activities have contributed to the objectives of the society.  No membership dues.

(f) Life memberships – Individual only. 

Section 2.  The dues level for each category shall be determined by the board of directors.

Section 3.  Annual dues shall be payable July 1st of each year, and members in arrears more than six months after payment is due shall be dropped from membership.  Paid membership from the previous meeting allows the member to vote.

Article IV.  Meetings

Section 1.  Monthly meetings will be on the first Tuesday of each month at 7:30 p.m.  Special meetings may be called as needed by the president.  The annual meeting of the society will be held each May, at which time elections will be held.  There will be no meeting in June, July, and August. 

Section 2.  Twenty-five percent of the total membership in good standing shall constitute a quorum and must be present in order to conduct business at society meetings.

Article V.  Directors and Officers

Section 1.  The board of directors shall be comprised of no fewer than seven persons and no more than eleven persons and shall be elected from the members in good standing.  

Section 2.  Directors shall serve three-year terms, except for the first flight of directors elected after adoption of these bylaws.  At that time, a nominating committee will submit three nominees for three-year terms; three nominees for two-year terms, and three nominees for one-year terms. This will provide staggered terms for board continuity. Board members shall be elected by a simple majority at the annual meeting, and they may serve two consecutive terms.  The board of directors will meet as frequently as necessary to conduct the business of the society in a timely manner.   

Section 3.  A president, vice-president, treasurer and secretary shall be elected annually by the board of directors.  Such election will take place within 60 days following the annual meeting.

Section 4.  The president shall have executive supervision over the activities of the society within the scope provided by these bylaws.  The president shall preside at all meetings.  The president shall report annually on the activities of the society and shall appoint the members of the committees and delegates not otherwise provided for.

Section 5.  The vice-president shall assume the duties of the president in the event of absence, incapacitation, or resignation of the president.

Section 6.  The secretary shall keep the minutes of the meetings of the society and of the board of directors.

Section 7.  The treasurer shall be responsible for the safekeeping of society funds and maintaining adequate financial records.  All monies received shall be deposited with the treasurer in a reliable banking institution in the name of the Spearfish Area Historical Society.  Monies shall be paid out of numbered checks signed by the treasurer and president.  The treasurer will collect dues and shall render an annual report, including a list of all members by category.

Section 8.  No part of the net earnings of the organization shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for goods and/or services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of the organization shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) and political campaign on behalf of any candidate for public office. 

Section 9.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c )(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article VI.  Amendments

Section 1.  These bylaws may be amended at any regular or special meeting by
a simple majority vote of the paid membership at the meeting, provided that notice was given at the previous meeting.

Section 2.   All proposed amendments shall be submitted in writing.

Article VII.  Committees

Section 1.  The society shall have the following standing committees:  Program Committee, Nominating Committee, Membership Committee, Finance Committee, Archives Committee, Refreshment Committee and such other committees deemed necessary by the board of directors.  The president may appoint committees and chairmen from the membership with concurrence of the board of directors.

Article VIII.  Parliamentary Authority

The rules contained in Robert’s Rules of Order shall help guide the proceedings of the society, except in such cases as are governed by these bylaws.

Article IX.  Dissolution of Funds

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to a local governmental or non-profit organization for historical purposes.

                                    Adopted ____March 6, 2012______________

                                    President ___/Larry Miller/________________