Board of Directors Duties and Responsibilities

ALHAMBRA HISTORICAL SOCIETY BYLAWS

ARTICLE VII – BOARD OF DIRECTORS 

Section 1. QUALIFICATIONS: All officers and directors of the Alhambra Historical  Society must be current members of the organization. 

Section 2. NUMBER: The Board of Directors shall consist of no fewer than eight (8) and  no more than ten (10) members. They shall include four elected officers (President, Vice  President, Secretary, and Treasurer), four elected Directors, and one City  Councilmember appointed by the City of Alhambra. The Board may also appoint one  Student Director, at their discretion.  

Section 3. STUDENT DIRECTOR: One member of the Board of Directors may be a high  school or college student who has expressed an interest in local history and  successfully completed the application process to be appointed to the Board, as  detailed in the standing rules. 

Section 4. CITY COUNCILMEMBER: One member of the Alhambra City Council shall  be appointed to the Board of Directors as an ex-officio member. 

Section 5. TERM OF SERVICE: The term of service for all officers and directors is one  fiscal year, from July 1 through June 30. Any officer or director that has served more  than six months within a fiscal year shall be considered to have served a full year. 

Section 6. DUTIES OF THE BOARD OF DIRECTORS: Subject to the provisions and  limitations of the California Nonprofit Public Benefit Corporation Law and any other  applicable state and federal laws, the Board of Directors shall conduct the business of  the organization, including: 

a) Establish and support the organization’s mission and purpose.

b) Regular attendance and participation at board meetings to ensure effective  organizational planning. 

d) Determine and monitor the organization’s programs and services, e) Ensure fiscal responsibility and oversight of the organization’s financial and  material resources. 

f) Decide all matters of policy. 

Section 7. STANDING RULES: The Board of Directors shall develop, adopt, and  maintain a set of standing rules to administer the affairs of the organization, guided by  the policies and provisions established in these bylaws. The standing rules may include,  but not be limited to: 

a) Procedures for maintaining and updating a membership roster, for exclusive  use by the organization and not available for distribution or purchase by any  other organization or business;  

b) Arrangements to be made for member programs and events, including site  rental and insurance; 

c) Establishing the amount of membership dues for the Society; 

d) Publication of member newsletters; 

e) Recruitment, application and selection procedures for student directors; f) Orientation of new board members; 

g) Selection of a Museum Director; and 

h) Other functions as determined by the Board of Directors.  

Section 8. STANDARD OF CARE: Each officer and director shall perform the duties and  responsibilities of their position in good faith, in a manner such person believes to be in  the best interest of the organization, and with such care and inquiry as a prudent person  in a like position would use under similar circumstances.  

Section 9. OFFICERS: The officers of the Alhambra Historical Society shall include  President, Vice President, Secretary, and Treasurer. All officers and directors shall be  elected annually. All officers shall serve until their successors are elected and take  office. No member of the Board of Directors shall hold two offices concurrently.  

Section 10. LIMITATION ON NUMBER OF CONSECUTIVE TERMS SERVED: The  offices held by President and Treasurer shall be limited to a maximum of three  consecutive one-year terms by persons serving in those positions, after which one year  must elapse before the person can be re-elected to the same office. 

Section 11. VACANCIES: A vacancy in the office of President shall be filled for the  unexpired term by automatic succession of the Vice President. Vacancies in offices  other than President shall be filled for the unexpired term by the Board of Directors 

Section 12. MEETINGS OF THE BOARD OF DIRECTORS: 

a) There shall be a minimum of eleven (11) regular meetings of the Board of  Directors during the program year, to be held at the time and location  designated in the meeting notice.

b) Special meetings of the Board of Directors may be called at any time by the  President, or by written request of any three (3) Directors. At least seventy two (72) hours’ notice of the time and location of special meetings shall be  delivered to the Directors by a corporate officer via telephone, email, or personal delivery.  

Section 13. QUORUM: A majority of the Board of Directors shall constitute a quorum for  the transaction of business, and the action of a majority of the Directors present at any  duly called meeting for which there is a quorum is valid as a corporate act.  

Section 14. COMPENSATION OF DIRECTORS: Directors shall not receive any salary  for their services, nor any allowance for attendance at meetings, but shall be  reimbursed for actual expenditures that have been authorized by the Board.  

ARTICLE VIII – DUTIES OF THE OFFICERS 

Section 1. PRESIDENT: The President shall have executive supervision over the  activities of the Alhambra Historical Society including, but not limited to: a) Presiding at all membership and Board of Directors meetings of Alhambra  Historical Society. 

b) Reporting annually to the membership on the activities of Alhambra Historical  Society. 

c) Representing the Alhambra Historical Society as functions and events as  required. 

Section 2. VICE PRESIDENT: The Vice President shall assume the duties of the  President in the event of absence, incapacity, or resignation, and shall otherwise assist  the President as requested.  

Section 3. SECRETARY: The Secretary shall keep a record of the proceedings of the  Board of Directors, ensuring that an accurate and complete copy of the minutes of each  Board meeting is maintained within the permanent files of the organization following  Board approval.  

Section 4. TREASURER: The Treasurer shall serve as the chief financial officer of the  corporation, performing the following duties:  

a) Maintaining a full and accurate set of books of account, showing all details of  the organization’s receipts and disbursements. 

b) Contacting the bank(s) or financial institution(s) to secure signatures of all  authorized signers on all checking and savings account signature cards and  filing with the bank immediately upon taking office. 

c) Securing two signatures on all checks. Any two of the following are authorized  to sign: President, Vice President, Secretary, or Treasurer. The authorized  signers shall not be related by blood or marriage or reside within the same  household. 

d) Preparing authorization for and oversight of online payments from the  organization’s accounts by at least two officers: President, Vice President,  Secretary, or Treasurer. The two authorized individuals shall not be related by  blood or marriage or reside within the same household. 

e) Providing monthly financial reports to the Board of Directors, including the  amount of cash on hand, the amount owed to the organization, and the  amount owed by it. 

f) Paying all bills and expenses of the organization, following approval by the  Board. 

g) Filing state and federal documents as required by law, including but not  limited to: California Secretary of State Statement of Information (SI-100), Office of Attorney General Registry of Charitable Trusts (RRF-1), California  Franchise Tax (FTB 199 or 199N), and Internal Revenue Service (990, 990-N,  or 990-EZ). 

h) Guiding the process of annual budget development. 

A copy of the 2024 Alhambra Historical Society Bylaws may be viewed here.