Constitution, bylaws, & taxes

Gulfport Historical Society 990 forms and fiscal information.

Find our IRS 990 forms here. Our fiscal year ends in April; we file by the end of July for the fiscal year, as required by the IRS. We present a balance sheet at our annual meeting.

BYLAWS OF GULFPORT HISTORICAL SOCIETY, INC.

As amended April 13, 2021
ARTICLE I
OFFICES and PURPOSE

The principal office of the corporation shall be located at 5301 28th Ave.
S., Gulfport, Florida, 33707. The corporation may have such other offices, either
within or without the State of Florida, as the board of directors may determine
from time to time.
The purpose of this corporation shall be:

  1. to collect, items of historical significance to the history of Gulfport, Florida and
    the surrounding area.
  2. to research, write and publish concerning Gulfport’s history.
  3. to curate a collection of items pertinent to Gulfport history.
  4. to cultivate interest in the preservation of buildings, sites and structures of
    historical or aesthetic significance and to take steps to prevent the destruction
    or defacement of any such building, site or structure for historical reasons,

such purpose being totally implemented by charitable donations and not-for-
profit.

ARTICLE II
BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be
managed by its board of directors.
Section 2. Number, Tenure, Election and Qualifications. The board
shall have a minimum of three (3) directors at any one time and may have up to
eleven (11) directors. The number of directors may from time to time be specified
in a resolution of the board of directors. The term of each director will be for two
(2) years and they may be re-elected. At least two (2) directors will be elected
during odd numbered years and at least one (1) director will be elected during
even numbered years, with proportional increases as the number of Directors
increase. Directors must be a member of the corporation, at least eighteen years
old, and do not need to be residents of the State of Florida.
Section 3. Annual Meetings; Regular Meetings. The board of directors
shall meet at least annually. An official Board meeting requires advance written
notice of thirty (30) days. Directors may attend, participate in and vote at a
meeting in person or by other live electronic means including video conference or
telephone.
Section 4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the president or any two directors, and shall

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be held at the principal office of the corporation or at such other place as the
directors may determine. Notice of any special meeting of the board of directors
shall be given in writing at least two (2) days prior to the meeting. Directors may
attend, participate in and vote at a meeting in person or by other live electronic
means including video conference or telephone.
Section 5. Notice. All notices, unless otherwise described herein, shall
be in writing. Written notice shall be delivered personally, or delivered via
electronic mail, or sent by mail to each director at his or her address as shown by
the records of the corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business the meeting is
not lawfully called or convened. The business to be transacted at the meeting
need not be specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these Bylaws.
Section 6. Quorum. A majority of the board of directors shall constitute
a quorum for the transaction of business at any meeting of the board, but if less
than a majority of the directors is present at any meeting, a majority of the
remaining directors may adjourn the meeting from time to time without further
notice.
Section 7. Board Decisions. The act of a majority of the directors’
present at a meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by law or by these
Bylaws.
Section 8. Vacancies. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors, shall be filled by the board of directors. A director appointed to fill a
vacancy shall serve for the unexpired term of his or her predecessor in office.
Section 9. Compensation. Directors shall not receive compensation for
their services. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10. Indemnification. The corporation shall indemnify any officer or
director, or any former officer or director to the full extent permitted by law.
Section 11. Proxy Voting. Voting may be done by signed proxy, including
via electronic means.

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ARTICLE III
MEMBERS

Section 1. Membership and Levels. This corporation shall have
members. The Board of Directors will set criteria for membership and any levels
that aligns with city policies.
Any person, family, club, or business interested in the purposes of the SOCIETY,
and who agrees to support those purposes is eligible for membership, without
discrimination for any reason.
Section 2. Voting. Each member in good standing is allowed one vote.
Members must be in attendance at a meeting in order to vote unless the board of
directors direct otherwise. For memberships other than an Individual
Membership, the number of votes allowed will be determined by a resolution of
the Board of Directors. The board of directors will determine and publish the
standards for members to be in good standing.
Section 3. Annual Meeting. A meeting of members shall be held each
year for the election of directors and for the transaction of any other business that
may come before the meeting. The time and place of the meeting shall be
designated by the board of directors, and at least thirty (30) day notice will be
given to the members.
Section 4. Special Meeting. Special meetings of the members, for any
purpose or purposes, shall be held when directed by the Board of Directors and
when at least thirty (30) day notice is given to the members.
Section 5. Communication. The primary method of communication to the
Members of the Gulfport Historical Society shall be via electronic mail or other
such digital means; a resolution of the Board of Directors may add other
acceptable methods of communication. The posting of a meeting notice on the
front page of the official website of the Gulfport Historical Society shall satisfy the
notice requirement to the members as long as such notice is also sent to the
members via electronic mail and such notice is posted timely. The corporation
may, from time to time, send communications to the members via the United
States Postal Service or other delivery carrier.
ARTICLE IV
OFFICERS

Section 1. Officers. The corporation may have officers, which would
include a president, one or more vice-presidents (the number thereof to be
determined by the board of directors), a secretary, a treasurer and such other
officers as may be elected in accordance with the provisions of this article. The
board of directors may elect or appoint such other officers, including a chair, a

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vice-chair, one or more assistant secretaries and one or more assistant
treasures, as it shall deem desirable, such officers to have the authority and
perform the duties prescribed, from time to time, by the board of directors. Any
two or more offices may be held by the same person.
Section 2. Election and Term of Office. The officers of the corporation
shall be elected annually during a meeting of the board of directors. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as is convenient. New offices may be created and filled at any
meeting of the board of directors. Each officer shall hold office until his
successor has been duly elected and qualifies.
Section 3. Removal. Any officer elected or appointed by the board of
directors may be removed by the board of director whenever in its judgment the
best interests of the corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the board of
directors for the unexpired portion of the term.
Section 5. Powers and Duties. The several officers shall have such
powers and shall perform such duties as may from time to time be specified in
resolutions or other directives of the board of directors. In the absence of such
specifications, each officer shall have the powers and authority and shall perform
and discharge the duties of officers of the same title serving in nonprofit
corporations having the same or similar general purposes and objectives as this
corporation.

ARTICLE V
COMMITTEES

Section 1. Committees of Directors. The board of directors, by resolution
adopted by a majority of the directors in office, may designate one or more
committees, including, but not limited to, an executive committee, each of which
shall consist of two or more directors, which committees, to the extent provided in
such resolution, shall have and exercise the authority of the board of directors in
the management of the corporation; but the designation of such committees and
the delegation thereto of authority shall not operate to relieve the board of
directors, or any individual director, of any responsibility imposed on it or him by
law.
Section 2. Other Committees. Other committees, such as a membership
committee or a fund-raising committee, not having and exercising the authority of
the board of directors in the management of the corporation may be designated
by a Director serving as chair of said committee. Except as otherwise provided in

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such resolution, members of each such committee shall be members of the
corporation, and the chair of the committee shall appoint the members thereof.
Any member thereof may be removed by the person or persons authorized to
appoint such member whenever in their judgment the best interests of the
corporation shall be served by such removal.

ARTICLE VI

EXECUTIVE DIRECTOR AND STAFF

Section 1. Executive Director. Should an executive director be hired for
the organization, said executive director shall be hired by the board of directors.
Section 2. Staff. The executive director shall present qualified
individuals for any designated staff positions to the board of directors for
approval.
Section 3. Duties. The executive director is responsible for carrying out
the day-to-day business of the corporation and advancing the corporation’s goals
and policies. The executive director will attend all board meetings, report on the
progress of the organization, answer questions of the board members and carry
out the duties described herein. The board can designate other duties as
necessary.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The board of directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or may be confined to specific instances.
Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the
payment of money, notes, or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall from time to time be
determined by resolution of the board of directors. In the absence of such
determination by the board of directors, such instruments shall be signed by the

treasurer or an assistant treasurer and countersigned by the president or a vice-
president of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, savings and loan
associations, or other depositaries as the board of directors may select.

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Section 4. Gifts. The board of directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for any purpose of the
corporation.

ARTICLE VIII
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its board of directors,
committees having and exercising any of the authority of the board of directors,
and such other records as shall be necessary to operate the corporation. All
books and records of the corporation may be inspected by any officer or director,
or by his or agent or attorney for any proper purpose at any reasonable time.

ARTICLE IX
FISCAL YEAR

The fiscal year of the corporation shall commence on May 1 and continue
through April 30.

ARTICLE X
PERSONAL LIABILITY

Section 1. Insurance. The board is authorized to provide liability
insurance for members of the board and officers, employees, and agents of the
corporation to protect them from financial loss for their actions in carrying out all
legal and legitimate business of the corporation.
Section 2. Reimbursement. The board is authorized to pay out of
corporation funds for the defense of any director, officer, employee, or agent in
cases in which they are individually or collectively subject to litigation to protect
all such individuals from financial loss for their actions in the course of carrying
out all legal and legitimate business of the corporation. The board is further
authorized to pay out of corporation funds for all of the aforementioned
individuals in this article for actual costs of judgments accruing to these
individuals as a result of their actions in carrying out all legal and legitimate
business of the corporation.

ARTICLE XI
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of Florida
Statutes Chapter 617 or under the provisions of the Articles of Incorporation or
the Bylaws of the corporation, a waiver thereof in writing signed by the person or

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persons entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENT OF BYLAWS

These Bylaws may be altered, amended, or repealed by the affirmative vote
of two-thirds (2/3) of a quorum of the directors, or, by the written consent thereto
by two-thirds (2/3) of a quorum of the directors. Such amendments will be
presented to the members and are subject to approval by two-thirds (2/3) of a
quorum of the members at a duly noticed meeting.