Bylaws of the Omaha Transportation and Technical Museum
Article I. Name.
The name is this corporation shall be The Omaha Transportation and Technical Museum and shall be referred to in the by-laws as the Corporation.
Section 1. Mission Statement.
The mission of the Corporation is to preserve, restore and reproduce historic examples of late nineteenth (19th) and early twentieth (20th) century technology including mid twentieth (20th) century computing technology.
Section 2. Our Values.
We intend to help people understand the beginnings of self propelled transportation, recording, computing, and other technologies. We hope to inspire interest in these and other technologies through the experience and display of the evolution of these technologies. We further intend to assist people who own early technology in the history and restoration of the item in question.
Section 3. Limitations.
A. Adherence to purposes and laws. The corporation shall not carry on or engage in any activities or exercise any powers which are not in furtherance of its mission, or which are not permitted by a nonprofit public benefit corporation under applicable current or future provisions of federal or state law.
B. Political activity. The corporation activities shall not include lobbying or participating in any political campaigns on behalf of (or against) any candidate for public office.
C. Property. Assets, and Income. The property, assets, and income of the corporation are dedicated solely to the mission, as set forth in these Bylaws. No Board Member shall receive monetary compensation for being a Board Member. Nothing herein will prevent a Board Member from receiving monetary compensation from the organization for duties other than as a Board Member.
D. Dissolution. Upon the Dissolution of the corporation, after payment or settlement of all debts, obligations, and liabilities of the corporation, the corporation’s remaining assets shall be donated to appropriate museums.
Article II. Board of Directors.
A. The Board of Directors shall manage business of the corporation.
B. A candidate for any vacancy in the Board of Directors shall be filled by an approval of a simple majority of the remaining Members of the Board of Directors.
C. Each Board Member shall have one vote.
Article Ill. Officers, Directors, and Responsibilities.
Section 1. Board Members.
The Officers of the corporation shall consist of President, Vice-President, Secretary, Treasurer, and General Board Members. There shall be a minimum of five (5) and a maximum of ten (10) Board Members. Board Membership is voluntary. Board Members are granted the rights and privileges of a Sustaining Member. Members of the Originating Board will be granted a nontransferable Life-Time Family Membership upon resignation from the Board.
The Board of Directors may remove Officers, Directors, and/or Active Members for cause, by a two thirds (2/3) majority vote. Said removal shall affect only the loss of their active Membership status rights and privileges and/or office held. Expulsion of a Member shall be based on the good faith determination by the Board that the Member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
Section 2. Non-Competitive Advisory
Board members will not compete with the museum in the acquisition of property. Board members are allowed to collect items that are in the board member’s personal collection as long as they do you directly compete with the museum.
Section 3. Officers Responsibilities.
A. The President shall preside over the meetings of the Board of Directors, and the Active Membership. The President may appoint any other non-voting positions to assist the Board of Directors and to establish any committees which the President or the Board of Directors deem necessary for purposes of’ the corporation. The President or his/her designee shall represent the corporation at appropriate community functions and meetings, and at other events related to the purpose of the corporation.
B. The Vice-President shall assume the duties of the President when the President is absent or unable to perform the duties of the office. The Vice-President shall be responsible for additional duties as assigned.
C. The Secretary shall be responsible for maintaining all corporate records. The Secretary shall record and prepare minutes of Board and any other meeting called by the President distributing copies of those minutes to all Board Members, Contributing Members, and Sustaining Members no later then fourteen (14) days prior to the next regular meeting. The Secretary shall present appropriate correspondence at meetings of the Board of Directors, Officers, Active Members or the Associate Membership, and shall reply as directed by the President of the Board. The Secretary shall also maintain complete files of minutes and both incoming and outgoing correspondence.
D. The Treasurer shall maintain accurate records of all finances and monetary transactions of the corporation. All moneys shall be noted in the Treasurer’s book(s) and deposited in the corporation’s account(s). The Treasurer shall also keep track of special purpose donations – for specific automobiles, recording devices, projects, etc. Such funds may be co-mingled in appropriate accounts for convenience, but must be noted separately in the Treasurer’s reports, and the corporation shall record donor’s wishes regarding use of their funds. In case of unique donations, separate accounts may be established with approval of the Board of Directors. The Treasurer is subject to the supervision and control of the Board of Directors, and shall prepare and present financial reports for the Board and other meetings called by the President as required.
Article IV. Membership.
Employees.
At the current time employees will be volunteer. The board can change this provision as conditions warrant paid employees.
Article V. Membership.
Section I . Membership is open to the General Public.
Any person interested in helping the corporation achieve the corporation’s objectives is eligible for Membership.
Section 2. Memberships.
Memberships are divided into five types, General, Family Member, Contributing Member, Sustaining Member, Club Memberships, and Corporate Memberships.
A. General Members are free to view the collection of the corporation without additional charge during regular business hours of the corporation during the contribution year. The General Member is also eligible for ten percent (10%) discount on any other charge of the corporation. The general member is allowed one guest.
B. Family Members are free to view the collection of the corporation without additional charge during regular business hours of the corporation during the contribution year. The Family Member is also eligible for ten percent (10%) discount on any other charge of the corporation. A family is defined as two (2) adults and up to six (6) children.
C. Contributing Members are granted for the rights and privileges of the Family Member. In addition, Contributing Members are eligible to rent property of the corporation at a reduced rate. The Contributing Member is granted twenty-five percent (25%) discount on any charge of the corporation.
D. Sustaining Members are eligible for the rights and privileges of the Family Member. In addition, Sustaining Members are eligible to rent property of the corporation at a reduced rate. The Sustaining Member is granted fifty percent (50%) discount on any charge of the corporation.
E. Club Membership shall be granted to any Member of a club i.e. Cornhusker Chapter, Studebaker Driver’s Club or River City Record Collector’s Club, that has contributed to the mission of the corporation. This contribution may be cash donations or loan of assets for display purposes. The assets on loan for display purposes are not eligible for rental. These Members are eligible for the rights and privileges of the Family Member. Club Membership allows the club use of Corporation facilities, i.e. conference room. The Club Member is granted fifty percent (50%) discount on any charge of the corporation.
F. Corporate Membership shall be granted to any business that has contributed to the mission of the corporation. These Members are granted thirty (30) museum day passes each month. These day passed have no expiration date. Corporate Members are allowed the use of Corporation facilities, i.e. conference room once per month. Corporate Members are eligible to rent corporation property at a reduced rate. The Corporate Member is granted seventy five percent (75%) discount on any charge of the corporation.
Section 3. Membership Fees.
A. General Member. The General Membership will be Twenty-Five Dollars ($25.00) for a twelve (12) month period.
B. Family Member. The Family Membership will be Fifty Dollars ($50.00) for a twelve (12) month period.
C. Contributing Member. The Contributing Membership will be between Five Hundred Dollars ($500.00) and One Thousand Dollars ($1,000.00) for a twelve (12) Month period.
D. Sustaining Member. The Sustaining Membership will be One Thousand and One Dollars ($1.001.00) or more for a twelve (12) Month period.
E. Club Membership. The Club Membership will be more then One Thousand and One Dollars ($1,001.00) or more for a twelve (12) Month period or no less then five (5) and no more then ten (10) assets on loan for a twelve (12) month period. An asset will be defined as one item or one set of items. One ( l) automobile or one (1) phonograph would be considered one (1) asset while a collection of coins would be considered one (1) asset. Furthermore a set is defined as more then ten (10) of a particular item, i.e. ten (10) different US Larger Cent coins except in the case where there are not ten (10) of the item in a complete set i.e. US Twenty (20) Cent coins.
Should a Club fall below five (5) assets on loan for more then seven (7) days without written notice at least fourteen (14) days in advance, use of corporation facilities would be revoked for a period of thirty (30) days. Should a Club fall below five (5) assets on loan for more then thirty (30) days, without written notice at least fourteen (14) days in advance, all rights and privileges would be revoked for the remainder of the contribution year.
F. Corporate Membership. Corporate Membership will be Five Thousand Dollars ($5,000) or more for a twelve (12) month period.
Article VI. Meetings.
All meetings shall be conducted using Robert’s Rules of Order as a guide.
Section 1. Regular Meetings.
Regular Board meetings will be held on the first Monday of each month unless notice is giver in writing to all Members two (2) weeks prior to the date of the meeting. The Board of Directors meetings are open to the entire Membership. Quorum for regular meetings shall be a simple majority of the Membership of the Board. Notice of the regular meetings will be delivered in the Minutes of the previous regular meeting.
Section 2. Special meetings.
Board Members, Contributing Members, and Sustaining Members may request special meetings. The President will set the date of special meetings. The Secretary will send notices of these special meetings to all Members. Quorum for special meetings shall be a simple majority of the Membership of the Board.
Section 3. General Membership Meetings.
There will not be meetings of the general Membership until a time deemed necessary by the Board of Directors.
Article VII. Voting. Section 1. Rights.
All Active Members in good standing shall be eligible to vote at general Membership meetings in person, by proxy, or by absentee ballot on issues requiring a vote of the Active Membership.
Section 2. Election of Board Members.
Membership to the Board of Directors shall not be decided by vote of the Membership.
Article VIII. Property.
Section 1. Purchasing property.
Expenditures of Corporation funds for the purpose of purchasing, restoring or constructing property for the Corporation must be approved by a simple majority vote of the Board. This vote may be at a regular meeting, by telephone, by Internet, or by text messaging. Corporation property is eligible for rental if that property is deemed to be in safe operating condition as per original condition.
Section 2. Donated property.
Property to be donated to the Corporation must be approved by a simple majority vote of the Board.
This vote must take place at a regular meeting of the Board. Property donated to the Corporation is
eligible for rental if that property is deemed to be in safe operating condition as per original condition.
Upon diassolution of the Corporation, parties who have donated property to the Corporation would be offered first right of refusal for the disposition of the donated property.
Article IX. Indemnification.
The Corporation shall indemnify all persons who have served or may serve at any time as Members of the Board of Directors of the corporation and their heirs, executors, administrators, successors and assigns, from and against any and all loss and expense, including amounts paid in settlement before or after suit is commenced, and reasonable attorney’s fees, actually and necessarily incurred as a result of any claim, demand, action, proceeding or judgment that may be asserted against any such persons, or in which these persons are made parties by reason of their being or having been Officers or Directors of the corporation. This right of indemnification shall not exist in relation to matters as to which it is adjudged in any action, suit, or proceeding that these persons are liable for gross negligence or willful misconduct in the performance of duty, except in the case of bad faith or criminal activity.
Article X. Order of Business
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.
8. Executive Session.
Article XI. Amendments to Bylaws.
These Bylaws may be amended or repealed and new Bylaws adopted, through approval by two thirds (2/3) majority the Board of Directors.
I, the undersigned, as Secretary of The Omaha Transportation and Technical Museum, certify that these Bylaws are the Bylaws of this corporation as approved by the Board of Directors on
James Turpen
As amended June 13, 2013.