WILLS SAINTE CLAIRE AUTO MUSEUM OF CLASSIC AUTOS

Come View the Finest Automobiles Ever Made! Wills Sainte Claire

Museum By-Laws

BYLAWS OF THE

WILLS SAINTE CLAIRE AUTOMOBILE MUSEUM

Mission:  To preserve the history of C. H. Wills and the Wills Sainte Claire automobile.

            The Wills Sainte Claire Museum was founded in 2001 as a 501(c)(3) corporation of Michigan subject to all applicable state and federal laws. 

            The identification number is EIN38-3596385 and is operating as the Wills Sainte Claire Automobile Museum.

ARTICLE I.  LOCATION/FISCAL YEAR:

1.1.      The name of the corporation is the Wills Sainte Claire Automobile Museum, TM (trademarked). 

1.2.      The address is 2408 Wills Street, Marysville, Michigan 48040.

1.3.      The fiscal year for the museum shall be the calendar year (January 1st through December 31st annually).

ARTICLE II.  BOARD OF DIRECTORS: 

2.1.      The museum board shall have full power to conduct, manage and direct the business affairs of the museum. The board will establish policies, subject to their approval, and those policies will be recorded in a manual which will be the basis of operations.  Each director of the museum board shall be of full legal age, 21.

2.2.      In case of a vacancy in the office of an elected director (hereafter defined) a replacement successor director shall be selected by the museum board.

2.3.      Any member of the board may be removed following three consecutive unexcused absences.

2.4.      The members of the board will consist of a president, vice-president, secretary, treasurer (who are elected), and those in appointed positions which include, but are not limited to, facilities director, fundraising chairperson, and gift shop manager.

2.5.      The board will consist of seven (7) persons, of which four (4) are needed for quorum to legally conduct business. 

2.6.      All officers of the museum shall respectively have such authority as to perform such duties as the management of the property and the affairs of the museum as may be determined by resolutions or orders of the board; or, in the absence of controlling provisions and resolutions, as provided by these bylaws.

2.7.      President

2.7.1.   The president represents the museum at all functions with other museums, clubs, city, state and other regulatory agencies. 

2.7.2.   There are no gender requirements for the presidency or any other office.  

2.7.3.   The president shall be familiar with the bylaws and any established policies within the organization and will oversee and direct that policies are recorded and easily retrievable as follow up. 

2.7.4.   The president will preside at meetings and negotiate contracts as needed in order to support the function of the museum. 

2.7.5.   The president is to confer with the secretary in preparing an agenda of the business of the meeting and conduct same in an orderly and appropriate business and courteous style. 

2.7.6.   Each November the president will assure that an annual report in writing is presented, along with the budget for the upcoming year.  The budget is to be reviewed and prepared for the membership during the September and October meetings in conjunction with input from the treasurer. 

2.7.7.   The president will also appoint, in September, a nominating committee for any positions which are vacant.

2.7.8.   The president will assure that the museum conducts activities as required by IRS and/or any other agencies to assure the continued eligibility of the museum for tax exemption. 

2.7.9.   The president will oversee and maintain a month by month calendar of responsibilities and duties that need to be accomplished by the various officers of the organization, such as tax filings, budget preparation, secretarial minutes, etc. 

2.7.10. Additional duties include coordinating social events, awards, trophies, preplanning and overseeing the national meets and other fundraisers and events that occur per the direction of the board.  

2.7.11. The president is the chief executive of the museum and shall perform all duties incident to the office and such other duties as from time-to-time may be assigned by the board.

2.7.12. The president is a mediator with a duty to regulate discussions fairly and impartially, acting as a leader without abusing power by dominating the discussion, exercising partiality or unduly influencing meetings.

2.7.13. The president, by the use of well chosen words and gracefulness, has a primary duty to maintain order during the meeting to avoid disintegration of the meeting.  Every effort should be taken to maintain a very informal plane and an amiable atmosphere.  Formal rules can be relaxed but not abandoned.  Discussions before the leadership should be taken as an interchange of views enabling the members to arrive at understanding of the propositions under consideration before voting.

2.8.      Vice-president:

2.8.1.   The vice-president shall perform all duties incident to the office and such other duties as from time-to-time may be assigned by the board.

2.8.2.   The vice-president shall perform the duties of the president in the absence of the president and shall perform such duties as will be assigned to them time-to-time by the president.

2.8.3.   The vice-president and secretary will attend all museum board meetings and will record all the votes of the board and the minutes of the meeting and of committees of the museum board in books kept for that purpose and to maintain an archive in the designated area for future reference.

2.8.4.   The vice-president will coordinate the assignment of docents to staff museum openings and coordinate same with other appropriate board members, and especially the newsletter editor.

2.8.5.   The vice-president will assist in the recruitment of new members and docents, training thereof, and the maintaining of communication with new members.

2.8.6.   The vice-president will assist the president in resolving any questions or disputes among the members as to issues for day-to-day operations in order to provide the best atmosphere possible for the members.

2.9.      Secretary:

2.9.1.   The secretary is to create and maintain legible minutes and sign-in sheets for those in attendance at various committee meetings.  These records will be maintained in the archives of the museum for future reference.  The current year and immediate preceding year are to be held by the secretary in a safe and appropriate manner (i.e., a binder) and, as each year is completed, the appropriate year is to be filed away with the archives and properly noted.  Along with the minutes, copies of fliers that were used or revised during the year for events or to promote the museum and any applicable letters and mailings are to be included in the chronology file.  If the flier, etc., does not have a complete date built into it, the flier is to be annotated with the date so that in future reference people will know when it was created.  The same thing applies to sign-in sheets and the like to assure they can be properly filed.

2.9.2.   The secretary will make records available for fully paid members or others authorized by the board for review analysis and/or copying.

2.9.3.   The secretary will work with the treasurer to coordinate a current and up-to-date roster of members to be kept in the archives, along with reports from the treasurer.

2.9.4.   The secretary will handle all social correspondence for the organization, especially thank you letters and the like.

2.9.5.   The secretary is responsible for maintaining any reference works such as policy books and calendars to coordinate overall operation of the museum. 

2.9.6.   The secretary will assist in the updating of the website, and coordinate with the newsletter editor to insure it is complete and distributed on time.

2.9.7.   The secretary will also keep a roster of all known Wills Sainte Claire cars and appropriate contact information.

2.9.8.   The secretary will conduct liaison with other collector car clubs in the area.

2.10.    Treasurer:

2.10.1. The treasurer will see that all utility bills and fees incurred by the museum are paid promptly.  Such fees would include reprints of museum flyers, postage and mailing cost of newsletters, etc.  All checks used for payment require two signatures of approved board members, (i.e., president, vice-president, secretary, treasurer) in any combination based on availability. 

2.10.2. The treasurer will work closely with the CPA on retainer for audits and also to track all receivables and payables and keep clear records which are presented in writing at each meeting. 

2.10.3. The treasurer also will assist when needed to provide information to appropriate reviewing agencies and paid members who wish to review the organization's finances. 

2.10.4. The treasurer will also maintain records concerning investments, checking accounts (check register, bank statements, etc.), expenses for travel, cleaning supplies, food, capital expenditures and any other expenditures incurred by the museum.  The treasurer will keep these current and appropriate, as well as archives up to date, for future reference and/or audits.

2.10.5. The treasurer will provide a monthly report in writing to all board meetings.

2.10.6. The treasurer will maintain accurate expense logs over time to develop projected budgets covering everything from utility expense to alarm company expense so that proper per-planning can be done based on averages over at least a three year period.  The treasurer will work with the president in developing a budget.

2.10.7. The treasurer is to coordinate with the secretary to maintain a membership roster and, in particular, to flag those who have lifetime memberships and/or honorary memberships. The treasurer is to account for all levels of membership:  regular, life, student, and honorary, and keep current any fees attendant to those levels. 

2.10.8. The treasurer will assure that state and federal tax laws are observed in the conduct of club business.  At any time the board may direct that a full audit of activities of the treasurer and/or any finance committees be conducted with recommendations as to any observed needs for improvement and/or efficiencies.

2.10.9. The treasurer will maintain data provided by the facility's manager recording all rental activity for car or other storage payments in a businesslike fashion.  Those records are to be maintained in the archives.  Any investment decisions, changes in banking practices, etc., require prior board approval.

2.11.    Facilities Manager: 

2.11.1. The facilities manager is an appointed position.  This individual will assure that tasks such as mowing, snow removal, heat, alarm company, utilities, gas, water, etc., are well maintained and, in coordination with the treasurer, see that bills are paid on time. 

2.11.2. The insurance logs for the facility are to be maintained on an up-to-date basis and retained in the archives, along with storage contracts and other pertinent information such as receipts for equipment purchased, etc.   

2.11.3. The manager is to coordinate effectively with the treasurer and the president to assure that all contracts are current and paid on time.  This individual will also handle the rentals and the in and out traffic of the museum storage area and will maintain appropriate logs and collect fees as required by the contracts that are to be signed for storage.  Storage rates, dates, etc., are to be reviewed and affirmed as part of the annual budget process. 

2.11.4. The manager is to maintain such checklists and duty rosters concerning checking alarms, hours, posting signs, the distribution of keys, turning the lights on and any other duties necessary to effectively maintain the museum's physical plant.

2.11.5. The facilities manager will develop and keep current basic policies, checklists and guidelines to assure full compliance with insurance, fire, and any local, state and federal requirements for operating a facility, as well as practical day-to-day operational methodology to enable training of staff, docents, and volunteers.

2.11.6. The facilities manager will maintain a record of the physical building status, equipment and materials in conformance with the section herein referred to as Assets.

2.12.  Gift Shop Manager:

2.12.1. The gift shop manager is appointed by the board and will serve at the pleasure of the board.

2.12.2. The gift shop manager will maintain inventory and promote sales within the gift shop and at any events where sales are deemed necessary.

2.12.3. Each October a complete inventory will be taken of the gift shop and, once that is complete, a report will be made to the board meeting in October delineating the results of the activity for the year within the store and projected budget for the upcoming year commencing January 1st.  The budget should include normal replenishment, expectations, and any additions or deletions to inventory items that the manager recommends and the board approves in principle.

2.12.4. At no time are persons other than the manager of the gift shop to unilaterally commit to purchasing or taking on consignment any items for sale.  Any items that are sold through the gift shop are deemed to be the property of the gift shop and all funds obtained revert to the treasury of the museum.  The manager will assure that cash box with appropriate coins and paper notes are available along with the items needed to document sales, receipts and such.

2.12.5. The manager is responsible to train docents in the proper handling of cash, material, receipts of inventory and any other general operations of the gift shop.

2.12.6. The manager will develop and implement as needed such documents necessary to the good order and operation of the gift shop.

2.12.7. At the end of the calendar year the records of sales, orders, and other activity of the gift shop will be made part of the museum archives.

2.13.  Fundraising Chairperson:

2.13.1. The fundraising chairperson is appointed by the board and will serve at the pleasure of the board.

2.13.2. The fundraiser will solicit donations, grants, and fundraising to support the museum. 

2.13.3. The fundraiser will prepare a budget for the upcoming year and submit it each October board meeting for review and approval.

2.13.4. The fundraiser will seek publicity for their efforts and for top of mind presence in the community.

2.13.5. The fundraiser is to seek out sources of free or low cost advertising and publicity that are available to nonprofit organizations, (i.e., local newspapers, radio stations and such).

2.13.6. If there are any raffles or drawings to be held for fundraising purposes, the fundraiser is to obtain all appropriate licensing and permits from any applicable authorities.

2.13.7. Whenever possible, the fundraiser will facilitate the arrangements for memorial requests, estate planning and the like.  To facilitate this, a handout outlining the opportunities for bequests to the museum will be prepared and a supply maintained under the direction of the fundraiser.

2.13.8. The fundraiser is to develop relationships with all local service groups, (i.e., Lions, Rotary, etc., and other any organization which has contacts that might ultimately benefit the mission and financial stability of the museum).

2.13.9. At the end of the calendar year all records of  fundraising activities will become part of the archives of the museum.

2.14.    Employees:

2.14.1. Any staff hired is subject to standard employment background checks as deemed appropriate by the board. 

2.14.2. Written agreements as to their duties and reimbursement are to be kept on file.

2.14.3. Written job descriptions are to be created and kept on file.

2.14.4. All applicable state and federal regulations regarding human services and employment practices are to be followed and pertinent data kept in employee file which will be maintained for such time as required by law.

2.15.   Executive Director:

2.15.1. The board may at its discretion employ an executive director. This position may be a paid position or a volunteer position dependent upon decision of the board.  The role of the executive director is to by design, develop and implement strategic plans for the organization in a cost effective and time efficient manner. 

2.15.2.  The executive director is responsible for the day-to-day operation of the organization, including managing committees, staff, and developing business plans in collaboration with the board for the future of the organization.  The board grants the executive director authority to operate the organization.

2.15.3.  The executive director is accountable to the board through the chairman and reports to the board on a regular basis as defined by the board by policy (i.e., quarterly, semi-annually or annually). 

2.15.4.  The executive director will attend and report to board meetings and committee meetings as directed by the board.  The board may choose to offer suggestions and ideas on how to improve the organization. 

2.15.5. The executive director will analyze the feasibility and methods and costs of implementation of these ideas and obtain board support for implementation.

2.15.6. The executive director takes the leadership role for the museum and fulfills a motivational role in addition to office based and operational work. 

2.15.7. The executive director motivates and mentors members, volunteers, staff and may chair meetings of committees formed to fill the needs of the museum. 

2.15.8. The executive director leads the organization, develops its organizational culture, and acts as the corporate face to the public.

2.15.9. The executive director is to be informed of everything that goes on in the organization and have access to materials and resources in order to successfully complete responsibilities and tasks inherent in the role.  This includes staff, membership budget, company assets, and all other company resources to help make the best use of them and raise the organization’s sustainability and profile.

2.15.10. The executive director will be subject to a performance appraisal at least annually based on the format and timeline developed by approved board policy.  If there are any outrageous benefits or expenses incurred with the executive director’s responsibilities they are to be negotiated in writing with the board for specific time periods and parameters.  All expense submissions must meet G.A.A.P.  (generally accepted accounting principles). 

ARTICLE III.  TERMS OF OFFICE (Museum Board): 

3.1.      Terms of office will be for five (5) years commencing with the year 2010 and going forward in blocks of five (5) years thereafter. 

3.2.      Election of officers will occur at the regular November meeting of the election year. 

3.3.      An ad hoc nominating committee will put names forward beginning with the September meeting.  Nominations from the general membership are eligible to be submitted up to, and including, October 31 so they may be included in the November newsletter.  Late nominations received after October 31 will not be recorded.  Nominations from the general membership are to be made in writing via regular or e-mail.

ARTICLE IV.  BOARD MEETINGS: 

4.1.      At the direction of the president, the board may have a preliminary preparatory meeting prior to the board meeting in order to more efficiently conduct the business of the agenda.

4.2.      At each board meeting, the president of the museum shall preside.  In the case of a vacancy in that office/or absence of the president, the vice-president will conduct the meeting.  The succession will include vice-president, secretary or the treasurer. 

4.3.      At each meeting the secretary shall keep appropriate notes and enter them in the permanent record.  If the secretary is absent, the chair shall appoint a person to act in that regard.

ARTICLE V.  RESIGNATIONS: 

5.1.      Any director of the museum may resign at any time by giving written notice to the president or secretary of the museum.  Such resignation will take effect at the date of the receipt of such notice, or as of the date that they received such notice otherwise specified therein.

5.2.      The board acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VI.  VACANCIES OF THE BOARD: 

6.1.      The board may declare vacant the office of any director if that person is declared of unsound mind by court order, is convicted of a felony, or within sixty (60) days after notification of selection as a director if that person does not accept the office, either in writing or by not attending board meetings.  6.2.         The board may also by majority vote declare vacant the office of a director for any other cause determined by a majority vote of the board. 

6.3.      Any vacancy on the board due to any of the reasons previously noted, or for any other cause, will be filled by nomination and election by majority of the remaining board members then in office.  This will occur at any regular or special meeting.  Each person so elected will remain in that position for the balance of the unexpired term.

ARTICLE VII.  MEETINGS AND WAIVERS: 

7.1.      Notices required under provisions of these bylaws, or any applicable non-profit law requirements of the state, that notice may be given to persons by sending a copy by first class mail, telegram, fax, or email to such persons by the secretary of the museum (or delegate).  Voice mail alone is not sufficient.

7.2.      If the meeting is adjourned, it is not necessary to give any advance notice of the adjourned meeting or the business that was to be transacted.

7.3.      Modification of Proposals:  Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering that resolution may without further notice adopt it with any clarifying or other amendments as do not enlarge the original purpose.

7.4.      Telephone Conference:  One or more persons may participate in the meeting of the board, or of a committee of the board, by means of teleconferencing or similar communications equipment by means of which ALL persons participating in the meeting can hear each other.  Participation in the meeting pursuant to this process shall constitute presence of those persons at the meeting.

7.5.      CONDUCT OF MEETINGS:

7.5.1.   The operations of the museum and the manner in which the meetings are to be conducted is desired to be congenial and mutually respectful.

7.5.2.   The presiding officer at any meeting has great latitude as the chair to conduct and set the tone of the meeting.  If necessary due to questions of procedure, or if argumentative temperaments exist, the chair may insist upon the utilization of the most recent edition of Robert's Rules of Order to prevail as the influence as to how the meeting is to be conducted.

7.5.3.   The chair may stipulate in advance of discussion time limits for all parties as to a proposal and/or rebuttal time in order to thoroughly address the topic while reasonably coordinating the amount of time spent on any one issue.

7.6.      SPECIAL MEETINGS: 

7.6.1.   Special meetings may be called by the president, the executive board, or by request of 20% of the membership. 

7.6.2.   Such meetings must occur within fourteen (14) calendar days of that request.

7.7.      EMERGENCY MEETINGS: 

7.7.1.   During any emergency threatening life or property notice shall be given only to those directors who may be feasible to reach at the time and by such means that are feasible at the time, including publication, radio, etc.  Examples of emergencies that may limit communication would be tornado, civil unrest, etc.         

7.7.2.   The officers of the museum that are present at such meeting shall be deemed, in order of rank and within the same rank in order of seniority, as directors for that meeting. Minutes must be kept and promptly made available to members explaining the emergency and relevant board actions.

7.8.      PLACE OF MEETINGS: 

7.8.1.   The meetings of the board will be held in the museum as a general practice, although there may be a designated change in location at the discretion of the board with ample notification to those involved so they may accommodate the change.  For example:  the museum may not be usable due to repairs, loss of power, etc., or a different venue may be needed due to invited guests, etc.  Notice of each such meeting shall be given to each director by telephone, electronic mail, or in writing at least 48 hours before the meeting.  Five days lead time is necessary in the case of surface mail. 

7.8.2.   Each notice must include the time and location of each meeting, and a brief agenda as to what is to occur.   

7.8.3.   At the regular meeting the board shall transact such business as is properly brought before the board.  Notice of regular meetings need not be given but are to be routinely included in the newsletter and other routinely applied communication methods.  The annual meeting of the board shall be held in November of each year.

7.9.      QUORUM, PROXY, ACTION and ADJOURNMENT: 

7.9.1.   Other than as noted for an emergency, a majority of the directors in office shall be present at each meeting in order to constitute a quorum.  Absent a quorum, official business cannot be conducted.  7.9.2.      A board member who is not present but who has conveyed to the director by mail or electronic media a specific opinion on a specific item and who has set forth that opinion on a written proxy signed by that board member, to be filed with the secretary at the meeting at which the proxy is to be considered, shall be considered an eligible voter on that particular item with his/her vote reflecting the opinion stated.  Email is acceptable.  Telephone and oral votes do not stand on their own without written verification in hand at the time of the vote. 

7.9.3.   Each director is entitled to one vote. 

7.9.4.   A simple majority carries the issue. 

7.9.5.   Each director shall act only as a member of the board.  Individual directors shall have no veto power. 

7.9.6.   Any actions which may be taken at a meeting of the board may be taken without a meeting with consent, or consents in writing setting forth the action so taken, signed by all of the directors in office and then filed with the secretary to be included in the minutes. 

7.9.7.   Any board member may call for adjournment.

ARTICLE VIII  COMMITTEES OF THE BOARD: 

8.1.      By resolution adopted by the majority of the directors in office, executive committees may be established in permanent or ad hoc basis for particular purposes or events. 

8.2.      The board may designate one or more of the directors to act as alternate members of  any  committee to replace any absence or disqualified member at any meeting of such a committee. 

8.3.      Each committee appointed by the museum board serves at the pleasure of the board.  The establishment of any committee by the museum board and delegation thereto of power and authority does not relieve any director of fiduciary duty to the museum. 

8.4.      Each committee shall keep regular minutes of its proceedings and report to the museum board on a regular basis. 

8.5.      The provisions of the bylaws regarding meeting place, time, special meetings and quorums, etc. apply equally to committees of the museum board.

ARTICLE IX  FULL DISCLOSURE: 

9.1.      The board and committee members will provide disclosure statements to avoid any conflicts of interest in business decisions. 

9.2.      No contracts or transactions between the museum and one or more of the directors shall be void solely for such reasons if the material facts of the relationship are disclosed and known to the museum board, and that the museum board in good faith authorized the contract or transaction by the affirmative votes of the majority of disinterested directors, even though the disinterested directors are less than a quorum or if the transaction is fair to the museum as of the time it is authorized by the board. 

9.3.      For purposes of a quorum a board member will be counted in the establishment of a quorum, but must abstain from voting on any interest where they would have a direct financial benefit or other  established conflict noted by the board.

9.4.      All candidates for election or appointment of the board of directors must complete a declaration of conflict of interest.  (See attached form.)

ARTICLE X.  FEES AND EXPENDITURES:

10.1.    Directors may be reimbursed reasonable out-of-pocket expenses incurred in the conduct of business for the museum, subject to further specification by determination of the museum board.

10.2.    Expenses are not covered without prior board approval unless the board votes that there are emergency exceptions (i.e., a major malfunction at the museum required immediate intervention at the discretion of the board member).

10.3.    In cases of pre-planned expenses, such as fees to a museum director's conference, those items are subject to prior authorization of the board.

10.4.    Expenditures are to be board approved or, in cases of emergencies, two elected board officers can make an authorization. 

10.5.    Two elected board officers can make authorizations where a fast determination is in the interest of the museum.  As always, that decision is subject to review by the full board.  An example would be an opportunity to obtain an artifact for the museum or to effect a routine repair to prevent additional cost due to damage, etc.

10.6.    Tax exemption certificates are to be used whenever possible to avoid paying taxes on materials and services appropriately incurred by the museum. 

10.7.    The treasurer is to include any emergency actions and expenses incurred as part of monthly and annual reports.

10.8.    People who incur expenses outside the parameters that are approved by the board shall not  expect, nor receive, reimbursement for those expenses.

ARTICLE XI.   AMENDMENTS: 

11.1.    Amendments to the bylaws will occur by simple majority vote of the paid members, unless emergency meetings are called according to provisions as noted in the bylaws. 

11.2.    Language of amendments are to be included in newsletters and sent at least sixty (60) days  prior to the annual meeting to allow sufficient time for membership to respond in writing by surface or email.

11.3.    Any member may submit to the board for consideration a proposed amendment.  Any such submission must be made to the board prior to or during the August meeting of each year so that the board will have time to review and process it for inclusion in the annual meeting and also meet the requirements for timely mailing to the paid members. 

11.4.    The board will determine whether the suggested amendment is to move forward to the annual meeting unless there is a petition supporting the language by at least one-third of the paid membership on the rolls at the time of the request for the change.

ARTICLE XII.  TRANSPARENCY:

12.1.    Fully paid members of the museum have the right to inspect and review minutes, treasury reports and other items concerning the operation of the museum. 

12.2.    Copies of the information will be made available generally within a thirty (30) day cycle subject to prepayment, at their own expense, at cost from the person who requested such materials (i.e., copies of the minutes, the bylaws, and treasury reports, etc.).

ARTICLE XIII.  VOTING: 

13.1.    Fully paid members are entitled to one vote at any annual meeting to approve budgets and any other key provisions (i.e., amendments to the bylaws, etc.).

13.2.    Routine business conducted by the board will be approved or disapproved by a vote of members of the board only.  Paid members of the organization may petition the board for consideration of issues they choose to bring forward.  If they do not find a board member who will sponsor a motion on their behalf, the motion will be deemed to have failed due to lack of support.  Once a motion has been debated and the question called, the decision of the board is final.

13.3.    For purposes of voting on questions of amending the bylaws, each paid member has one vote.  The spouse of the paid member does not have a vote unless the spouse is also a paid member.  (Spouses are welcome at all meetings and activities and are free to engage in discussions and debate on issues being addressed at such gatherings.)

13.4.    Any change in the bylaws shall take effect when adopted, unless otherwise provided in the resolution affecting said change.

ARTICLE XIV.  ASSETS:

14.1.    The museum assets will include the physical building, parts, automobile inventory of equipment, etc., are to be initiated and maintained in a written and a photographic basis either electronically or by print and maintained on site and in an off-site location to insure there is a protected copy of all key components.  This is especially important to guard against theft or loss due to natural disaster such as fire, tornado, etc. 

14.2.    Literature and memorabilia, showcases, displays, etc., are also to be included in a list as described above. 

14.3.    It is the responsibility of the facilities manager to meet the requirements of this section.

ARTICLE XV.  DONATIONS: 

15.1.    No member of the organization may unilaterally accept on behalf of the museum any donation with or without restrictions.  The board leadership must be consulted and give approval prior to such acceptance.  This will consist of at least two elected officers agreeing to such acceptance.  In cases involving more complex decisions, those will go before the executive board.  For example, someone may wish to donate an automobile in various stages of repair.  The museum may well decline due to its condition and/or limited storage space, etc. 

15.2.    If someone were to donate cash with a restriction that is not in the interest of the museum, that donation may be declined or requested to be modified.  Therefore board approval and interaction is required. 

15.3.    No expense involved in the acceptance of a donation is to be incurred, nor will it be paid without the appropriate board approval (i.e., someone donates an automobile that needs to be transshipped across country wherein the board would thereby be obliged for payment of such costs). 

15.4.    At no time will the board in its letters of thanks, etc., assess or assign any value to any object accepted by the museum.  Evaluation is to be done independently and/or by the donor and submitted if they wish to the IRS or appropriate agencies.

15.5.    The club can accept a restricted gift provided it is approved by the board of directors. 

ARTICLE XVI.  ARCHIVES: 

16.1.    Archives will be maintained on an ongoing basis and key material will be stored in firesafe cabinets. 

16.2.    The policies and procedures established by the board of directors will be maintained on file and followed. 

16.3.    Access to the archives is restricted to the following:  all board members, approved research assistants and personnel.  The keys to the archives can be assigned to those noted and they also may have keys assigned to them that fit the front door.  The persons who have received keys must sign an acceptance of responsibility letter as drafted and approved by the board.

16.4.    No items from the archives are to leave the archive storage area without permission of the director or the director's designated alternate.  Anything taken is to be noted and receipted in a log to be kept in the archive's area.  Notes are to indicate the contact information for the person taking the item and the specific time-frame as to when the item is to be returned. 

16.5.    Archive users who are approved to take items out of the archive must leave copies of driver's license, or other photo I.D. with the contact information on file with whomever is managing the archives.

16.6.    Any copying, scanning, or other duplication costs are to be borne by the person using the item. 16.7.            Nothing can be used for publication without written permission of the museum board of directors and, if published, without proper attribution as to source.

16.8.    The archives are not available to the general public.  They are opened only by petition to the board and only after the request is granted and noted in the minutes. 

16.9.    There are no regular hours for the archives established.

16.10.  Any requests for information from organizations or individuals who are not physically able to appear will have the request evaluated on a case-by-case basis by the board.  The inquiring person or entity will receive correspondence outlining material available and cost associated which must be reimbursed to the club prior to any work being done on their behalf.  Postage and shipping costs will be added as deemed necessary by the Board of assigned delegate.

16.11.  Special research may be handled on an individual basis and charged accordingly as determined by the board of directors.

16.12.  Use of archival equipment such as scanners, computers, copying devices, etc., are restricted to prior approval of the board or assigned delegate.

ARTICLE XVII.  INSURANCE:

17.1.    The board of directors may choose to purchase appropriate insurance for the facility, fire prevention, director's insurance, and the like.  Any such decisions are to be decided by the board and entered into the appropriate minutes and budgeting process.

17.2.    Copies of the insurance policies in effect are to be kept in the archives in an appropriate filing system and readily accessible with copies to be maintained in an off-site location to guard against a catastrophe loss.

ARTICLE XVIII.  DISSOLUTION:                                                                                                            18.1     At such time that the board of directors determines the museum can no longer function in a manner intended by its founders as outlined herein by the bylaws, then the museum will be dissolved. 

18.2.    In the event of dissolution, all assets of the museum shall be distributed as provided for in the laws of the state of Michigan, or as provided for in Section 501(c)(3) of the Internal Revenue Code, as said laws exist or as they may be amended in the future.