Abita Springs Trailhead Museum Bylaws
ARTICLE I: Purpose
Bylaws: These bylaws are to guide the board of directors ("Board") and the officers ("Officers") of the Abita Springs Trailhead Museum ("Museum").
Mission: To collect, preserve, store, maintain, catalog, and safeguard objects concerning the heritage, history, economy, and culture of the people and Town of Abita Springs ("Town"), both physical objects such as tools, clothing, memorabilia, and handiworks ("Artifacts") and documents such as diaries, analog or digital recordings of interviews and transcripts of interviews, other recordings, photographs, drawings, and paintings (Documents"). To display the Artifacts and Documents and to host and display similar material created by other museums or organizations; and to work with other organizations whose purposes and activities connect with those of the Museum.
ARTICLE II: Museum Property
The Museum building is located at 22044 Main St., Abita Springs, Louisiana. The real property, meaning the land and the fixed property, is owned, and maintained by the Town. The Town owns the permanent exhibits including Documents and Artifacts that make up the displayed and stored collections. Property loaned to the Museum shall be governed under contractual agreement to be drafted by the Town Attorney.
ARTICLE lll: Management
Section 1. Town Administration: The mayor, as the chief executive officer of the Town is vested with all powers, rights, privileges, immunities, authorities, and duties possessed in accordance with all constitutional and statutory provisions with respect to public assets.
Section 2. The Board: The mayor grants authority to the Board to manage and operate the Museum within the established policies and procedures of the Town. It is the duty of the Board to obtain approval for expenditures through Town procedures, to include obtaining approved purchase orders. The members of the Board are volunteers; they serve without compensation.
Section 3. Manner of Selection, Term of Office, and Number of Members: To be eligible to serve as a member of the Board, a person must be of the full age of majority. In addition, an eligible person must be a resident of the Town, or an owner or lessee of immovable property in the Town, or another person with a demonstrated interest in the purposes and activities of the Museum, such as a docent or other volunteer. In the last case, finding such a demonstrated interest is within the discretion of the Board and the mayor.
Each member of the Board is elected by a majority of the current board for the next term to begin in January. The election occurs at the December meeting of the Board. Board member approval is subject to confirmation by the Mayor.
Each Board member serves a term of two years. To the extent practicable, the terms are staggered, meaning that half the Board begins serving in an even year, the other half in an odd year.
The Board shall have a maximum of nine members. The Board may also name emeritus members, who attend meetings and participate in deliberations but have no vote. After elections are held, the secretary will forward the names of those elected as members to the mayor for approval. The Board shall promote a volunteer/patron membership.
Section 4. Regular Meetings: The Board meets monthly at the Museum excepting the months of June and July. At the December meeting, the Board will provide, by resolution, the date, time, and place for the holding of its regular meetings, which will be posted on the Town of Abita Springs website.
Section 5. Special Meetings: Any member of the Board may call a special meeting of the Board. Written notice must be given to the mayor and each member of the Board. Notice shall be provided four days prior to the meeting and shall include the date, time, and with specificity, the purpose. Notice may be delivered via email.
Section 6. Manner of Acting: At a scheduled meeting, the act of the majority of the members of the Board shall be the act of the Board.
Section 7. Absences: If a member is absent without prior notification to the president or secretary from two meetings of the Board in one year, a majority of the remaining members may deem that the absent member has resigned and fill the vacancy for the term of the absent member.
Section 8. Quorum and Voting: A simple majority of the Board present at a meeting is a quorum. If there is no quorum, the Board chair shall set a new date for the meeting and thank and release those members who are present. Each member has one vote. Proxy voting is not permitted.
Section 9. Vacancies and Resignations: If any member of the Board cannot serve or ceases to serve for any reason, or resigns by giving written notice to the Board, that member's position becomes vacant and a vote by a simple majority of the remaining members of the Board may fill the vacancy, subject to approval of the mayor. Neither the Board nor the mayor need approve a resignation for it to be effective.
Section 10. Removal from the Board: A two-thirds majority vote of the Board may recommend to the mayor, at will and without cause, the termination of an individual officer/member. The mayor may accept or reject the recommendation. Upon the mayor's acceptance of the board's recommendation, the board member must withdraw from the board. The mayor has unencumbered authority, at will and without cause to remove an officer or member from his or her position.
Section 11. Conflict of Interest: Board members and interested candidates for the Board shall disclose in writing to the Board any present or potential conflict of interest, and attest to in writing, their understanding and agreement with local and state ethics policies.
Section 12. Committees of the Board: The Board may create an ad hoc committee to address a particular issue not within the scope of any standing committee of the Board. The standing committees of the Board are the nominating and membership committee; the Board may form additional committees as needed.
Section 13. Other Duties of Members of the Board: The Board, as a "public body" (La. RS. 42:13) shall follow all applicable statutory and regulatory requirements, including but not limited to rules governing public records and open meetings. Members of the Board shall familiarize themselves with applicable statutory and regulatory requirements (information is available through the Louisiana Legislative Auditor at Ila.la.gov.)
ARTICLE IV: Officers, Members, Meetings
Section 1. Officers, Qualifications and Terms: Officers are the president, vice president, treasurer, and secretary. Each officer is a voting member of the Board. The Board elects all officers by simple majority.
Section 2. President: The president shall conduct and oversee the meetings of the Board. In the absence of the president, the vice-president shall preside. The agenda is established by the president.
The president is a member ex officio of all standing committees except the nominating and membership committees. The president has the usual or customary powers of supervision and management as may pertain to the office of the president and may perform such other duties as may be designated by the Board.
If the president cannot serve for any reason, the vice-president assumes the office of president. If the vice-president cannot serve for any reason, the remaining members of the Board by a vote of the majority name the person to assume the office of president.
Section 3. Vice-President: The vice president assists the president, performs duties assigned by the president and as determined by the Board.
Section 4. Treasurer: The treasurer acts as a liaison with the Town Financial Clerk. The treasurer shall be responsible for presenting financial reports to the Board. The treasurer is responsible for all receipts collected by the Museum and shall submit these to the Town Financial Clerk.
Section 5. Secretary: The secretary shall have the primary responsibility to ensure that the Museum, as a "public body," complies with state and local rules and regulations including but not limited to those related to "open meetings." The secretary shall prepare the agenda and the meeting minutes, attest to acts of the Board, and give all notices in accordance with the provisions of these bylaws.
The secretary shall also prepare, disseminate, and receive correspondence and generally perform all duties incidental to the office. From time to time, he or she shall perform other functions assigned by the president and or the Board.
The Town Clerk is the custodian of records; the secretary shall maintain the books and records of the Museum.
Section 6. Term of Office and Vacancies: Each officer serves a term of two years. To the extent practicable, the terms of the members are to be staggered, meaning that half the Board begins serving in an even year, the other half in an odd year.
If any officer cannot serve or ceases to serve for any reason, a vote by simple majority of the members of the Board may fill the vacancy with the consent of the mayor.
Section 7. Other Duties of Officers: Officers of the Board, as members of a "public body" (La. R.S. 42: 13) shall follow all applicable statutory and regulatory requirements, including but not limited to rules governing public records and open meetings. Officers of the Board shall familiarize themselves with applicable statutory and regulatory requirements (information is available through the Louisiana Legislative Auditor at Ila.la.gov.)
ARTICLE V: Financial and Asset Administration
Section 1. Fiscal Year: The fiscal year of the Museum corresponds to the fiscal year of the Town (at present, January through December.)
Section 2. Budget: The Board shall submit a budget to the mayor and the finance clerk annually, by September 15, for the ensuing year.
Section 3. Financial Support: The Museum may be funded through private donations, in-kind services, fundraisers, fees, sale of merchandise, and grants through, local, state, and federal governmental agencies. Funds received by the Museum, including private donation or grants, shall be used according to the approved budget appropriation process for the proper operation of the museum, or as specified in the donation or grant.
Section 4. Acquisitions: All acquisitions of property, buildings, monies, relics, works of art, intellectual property or other property shall be by written agreement approved by the mayor and the Town Attorney.
Section 5. Distribution of Funds on Dissolution: In the event of dissolution of the Museum for any reason, the monies and securities held by the The Town for the benefit of the Museum belong to the Town. All other property of any nature whatsoever will be turned over to the Town.
ARTICLE VI: Meeting Procedure
Meetings of the Board are governed by these bylaws and all applicable local, state and federal law. When silent, Robert's Rules of Order govern.
ARTICLE VII: Indemnity
The Town shall indemnify Board members for all expenses and liabilities, including attorney's fees, imposed upon them in connection with a proceeding to which they may be made a party, or in which they may become involved by reason of them being or having been an officer, employee or agent of the Museum, or serving or having served at the request of the Museum as an officer, employee, volunteer or agent of the Town, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not they are/were directors, officers, employees or agents at the time such expenses are/were incurred, except in such cases wherein an officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties.
The Town shall provide to any person who is or was a director, officer, volunteer, employee, or agent of Museum, or is or was serving at the request of the Museum as a director, officer, employee or agent of the organization, partnership, joint venture, trust or enterprise, the indemnity against expenses of lawsuit, litigation, or other proceedings, which is specifically permissible under applicable law.
ARTICLE VIII: Amendments
The Board may amend these bylaws by a two-thirds majority, with approval of the Mayor.
The above Bylaws have been approved and adopted on a motion of --------, seconded by -------- on this 3rd day of February 2021.
(signed by Courtney Blitch, Museum Board President; George Long, Museum Board Secretary; and, Town of Abita Springs Mayor Daniel J. Curtis)