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ISANTI COUNTY HISTORICAL SOCIETY

BYLAWS
Adopted December 12, 2013

This instrument constitutes the Bylaws of Isanti County Historical Society adopted for the
purpose of regulating and managing the internal affairs of the corporation.
ARTICLE 1
Purpose

The Isanti County Historical Society, a Minnesota non-profit corporation, is created for the
discovery, preservation and dissemination of knowledge about the history of Isanti County.
ARTICLE 2
Membership

To become a member of the Isanti County Historical Society, membership dues must be paid to
the corporation. The amount of dues, membership terms and membership categories shall be as set
from time to time by the Board of Directors. All natural persons or corporate entities who pay
membership dues shall become a member immediately.
ARTICLE 3
Meetings

The Isanti County Historical Society will hold an annual membership meeting for the purpose of
filling vacant board seats and to provide an annual update to the membership of the Isanti County
Historical Society of actions since the last annual meeting. A notice of such annual meeting stating the
time, place and agenda will be provided to each member at least two (2) weeks prior to the annual
meeting.
The Board of Directors will recruit suitable candidates to fill vacant positions for Board service
and will provide that list at the annual meeting. Additional nominations may be made from the floor.
The candidates receiving the most votes shall be deemed elected to the available terms with the
candidates receiving the most votes being elected to the longest available terms.
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Special membership meetings may be called by the Board of Directors for any purpose. The
Special Meeting shall be called by the President and Secretary if requested by a majority of the members
of the Board of Directors. The Special Meeting notice shall state the purpose of the Special Meeting and
any business transacted at such Special Meeting shall be restricted to the purpose stated in the meeting
notice. The Special Meeting Notice shall state the time, place and agenda for the Special Meeting.
At any Annual Meeting or Special Meeting of the Isanti County Historical Society, at least a
majority of the members of the Board of Directors then in office shall constitute a quorum for the
transaction of business.
ARTICLE 4
Board of Directors

All of the business and charitable affairs of the corporation shall be managed by or under the
direction of the Board of Directors. The Board of Directors shall consist of at least seven (7) members
and not more than thirteen (13) members. Whenever fewer than thirteen board members are serving,
additional board members may be appointed by the Board of Directors to fill any available director
position(s) until the maximum number of directors is reached. Any director(s) so appointed shall serve
until the next annual meeting, and shall be subject to election at the meeting.
Directors shall serve for a term of three (3) years each, and whenever possible shall be so
elected that approximately one-third (1/3) of the directors are elected each year.
At all meetings of the Board of Directors a majority of the directors then in office shall be
necessary and sufficient to constitute a quorum for the transaction of business.
The affirmative vote of a majority of the directors present at a duly held meeting shall be
sufficient for any action, except the following which shall require the affirmative vote of at least two-
thirds of the directors present at a duly held meeting:
1) Actions affecting investment of assets held by Isanti County Historical Society.
2) Actions affecting distribution of investment funds held by Isanti County Historical Society.
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3) Actions amending the Bylaws of the corporation.
4) Actions involving the removal of the Executive Director.
Written Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be
taken by written action signed by the number of directors required to take the same action at meeting
of the Board at which all directors are present. The written action is effective when signed by the
required number of directors, unless a different effective date is provided in the written action. When
written action is taken by less than all of the directors, but meeting the required quorum, all directors
shall be notified immediately of its text and effective date, however failure to provide such notice does
not invalidate the written action.
Regular Meetings
The Board of Directors shall have regular meetings at such places and times as it shall establish
from time to time by resolution. The Board of Directors may hold its meetings at such time, and in any
place, within or without the State of Minnesota, that the majority of directors then in office shall
designate by resolution. Upon failure to designate any other place, such meetings shall be held at the
registered office of the corporation.
Resignations
A director may resign at any time by giving written notice of his or her resignation to the Board
of Directors. The resignation is effective when delivered to the President or to the Executive Director
unless a later date has been expressly provided for in the notice.
Removal of Directors
A director may be removed from office, with or without cause, by the affirmative vote of two-
thirds (2/3) of the directors present at a duly held meeting, provided that not less than five (5) days and
not more than thirty (30) days notice of such meeting shall be given to the director whose removal is
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proposed. Such notice shall state that the removal of such director is to be on the agenda for such
meeting and shall be given to each director.
In the event of the death, removal or resignation of a director, a successor to fill the unexpired
terms shall be elected by the affirmative vote of a majority of the directors present at a duly held
meeting.
Special Meetings of Directors
Special meetings of the Board of Directors may be called at any time upon the request of the
President or any three (3) directors, provided that such a request shall specify the purpose or purposes
for the meeting.
Committees
The Board of Directors may utilize committees for the purpose of providing information to the
Board as decided by the Board. Once the work of any committee is completed, said committee shall be
dissolved.
Notice
Whenever under any provision of these Bylaws notice is required to be given to any director, it
shall be construed to require personal notice, but such notice may be given in writing by U.S. Mail,
facsimile or electronic mail to such director or committee member at his or her last known address.
Such notice shall be deemed to have been given when thus mailed or transmitted.
No Compensation To Directors
Directors shall not be compensated for their duties as directors.
ARTICLE 5
Officers

The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer,
and such other officers as the Board may from time to time appoint.
The duties of the officers of the corporation shall be as follows:
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1. The President shall:
a. Perform the duties prescribed by Minnesota Statutes Section 317A.105 Subd. 2, and
b. Serve for a two (2) year term upon election.
2. The Vice-President shall:
a. Preside over Board meetings and fulfill the duties of President when the President is
absent; and
b. Serve for a two (2) year term upon election; and
c. It is desirable, though not mandatory, for the Vice-President to serve his or her first year as
Vice-President during the second year of a term in office for the President. This is for
purposes of educating the Vice-President for replacement of the President if so elected.
3. The Secretary shall:
a. Maintain the minutes and records of the corporation and monitor the integrity of the
Boards documents; and
b. Serve for a one (1) year term.
4. The Treasurer shall:
a. Review all financial records of the corporation and report all financial transactions to the
Board.
b. Serve a term of one (1) year.
The President, Vice-President, Secretary and Treasurer shall be members of the Board of
Directors. All officers may be re-elected for any number of successive terms. An officer may resign at
any time by giving notice to the Board of Directors. The resignation is effective upon acceptance by the
Board of Directors, unless a later effective date is expressly provided for in the notice.
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Any officer may be removed, with or without cause, by the affirmative vote of two-thirds (2/3)
of the directors present at a duly held meeting of the Board of Directors for which notice stating such
purpose has been given.
An officer vacancy because of death, resignation or removal may be filled by the Board of
Directors.
ARTICLE 6
Standard of Care; Dealings With Other Corporations

It is the responsibility of each officer and director of this corporation to discharge his or her
duties as a director in good faith, in a manner the person reasonably believes to be in the best interest
of this corporation, and with the care an ordinarily prudent person in a like position would exercise
under similar circumstances.
A contract or other transaction between this corporation and one or more of its directors, or
between this corporation and an organization in or of which one or more of this corporations directors
are directors, officers or legal representatives, or have a material financial interest, is not void or
voidable because the director or directors of the other organizations are parties or because the director
or directors are present at the meeting of the Board of Directors or a committee at which the contract
or transaction is authorized, approved or ratified, if:
1. The contract or transaction was, and the person asserting the validity of the contract sustains
the burden of establishing that the contract or transaction was, fair and reasonable as to the
corporation at the time it was authorized, approved or ratified; or
2. The material facts as to the contract or transaction and as to the director or directors
interest are fully disclosed or known to the Board or a committee, and the Board or committee
authorizes, approves or ratifies the contract or transaction in good faith by a majority of the Board or
committee, but the interested director or directors shall not be counted in determining the presence of
a quorum and shall not vote.
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A director has a material financial interest in each organization in which the director, or the
spouse, parents, children or spouses of children, brothers or sisters, or spouses of brothers or sisters of
the directors, or any combination of them, have a material financial interest.
ARTICLE 7
No Private Inurement

No director of this Board of Directors shall receive economic benefit from this organization,
except for in the ordinary course of business.
ARTICLE 8
Dissolution

In the event of the dissolution of the corporation, the Board of Directors shall, after paying or
making provision of the payment of all of the liabilities of the corporation, dispose of all the assets of the
corporation to the Minnesota Historical Society, a non-profit organization as required by law.
ARTICLE 9
Amendments

These Bylaws may be amended at any properly noticed meeting of the Board of Directors by an
affirmative vote of at least two-thirds of the Directors present at a duly held meeting.
ARTICLE 10
Indemnification

To the full extent provided by the Minnesota Nonprofit Corporation Act, as amended from time
to time, or by other applicable provisions of law, each person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by
whomsoever brought (including any such proceeding, by or in the right of the corporation), whether
civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member,
director, or officer of the corporation, or he or she is or was serving at the specific request of the Board
of Directors of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture or other enterprise, shall be indemnified by the corporation by the affirmative
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vote of a majority of the directors present at a duly held meeting of the Board of Directors for which
notice stating such purpose has been given against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding; provided, however, that the indemnification with respect to a person
who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such
other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by
this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall
apply whether or not the claim against such person arises out of matters occurring before the adoption
of this provision of the Bylaws.
Article 11
Insurance

This corporation may, to the full extent permitted by applicable law from time to time in effect,
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee,
member of a committee of this corporation or volunteer of this corporation against any liability asserted
against such person and incurred by such person in any such capacity.

Dated: December 12, 2013 William A. Carlson, Secretary