HomeMy WebLinkAbout2340
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RESOLUTION NO. 2 3 4 0
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND THE CITY CLERK OF THE
CITY OF AUBURN TO EXECUTE AN AGREEMENT FOR MUSEUM SERVICES
BETWEEN THE CITY AND THE WHITE RIVER VALLEY HISTORICAL
SOCIETY FOR THE MANAGEMENT AND FUNDING OF THE: WHITE RIVER
VALLEY HISTORICAL SOCIETY MUSEUM.
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WHEREAS, the Interim Museum Planning Cc,mmission was
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established by Ordinance No. 4484 to make recommendations for
the future governance of the White River Valll~y Historical
Society Museum; and
WHEREAS, the Interim Museum Planning Commission has
recommended that the city of Auburn enter into a five year
Museum Service Agreement with the White River Valley
Historical Society; and
WHEREAS, over one half of those who volunteer, visit,
and use the Museum facility on a regular basis are Auburn
residents; and
19 preserve the community's heritage and artifacts for future
WHEREAS, the Museum is the main facility in Auburn to
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21 WHEREAS, the Museum will serve to educate the population
22 of Auburn about the history of Auburn.
23 NOW, THEREFORE, THE CITY COUNCIL OF THE CI~~Y OF AUBURN,
24 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
25 RESOLVES AS FOLLOWS:
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Resolution No. 2340
August 18, 1992
Page 1
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Section 1.
The Museum Services Agreement: between the
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City of Auburn and the White River Valley Historical Society
which is denominated as Exhibit "A", attached hereto and
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incorporated herein, is hereby approved by the City Council
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of the City of Auburn.
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Section 2. The Mayor is hereby authorized to implement
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such administrative procedures as may be necessary to carry
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out the directives of this legislation.
DATED and SIGNED this 21st day of September, 1992.
CITY OF AUBURN
ATTEST:
~ )tJMIA-/~L0u
Rob1n Wohlhueter,
city Clerk
APPROVED AS TO FORM:
7P~~
stephen R. Shelton,
City Attorney
Resolution No. 2340
August 18, 1992
Page 2
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MUSEUM SERVICES AGREEMENT
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THIS AGREEMENT is made and entered into this r1/t1-I day
of J ptt:iiz,kL" 1992 by and between the CI'rY OF AUBURN,
WASHINGTON, a municipal corporation of the State of Washington
herein referred to as "CITY" , and the WHITE RIVER VALLEY
HISTORICAL SOCIETY, a Washington non-profit corporation,
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herein referred to as "SOCIETY".
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WHEREAS, the SOCIETY has done an excellent job in the
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past to collect, preserve, exhibit, and interpre't the history
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and prehistory of the White River Valley and vicinity; and
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WHEREAS, the SOCIETY now recognizes the need for
professional staff and other support to enable it to comply
with its Mission and Goals; and
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WHEREAS, the CITY recognizes that the SOCIETY'S White
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River Valley Historical Museum,
herein refe,rred to as
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"Museum", is a major asset to the citizens of Auburn and the
Valley-at-large; and
WHEREAS, the Museum building located in Les Gove Park,
918 "H" Street S.E., Auburn, WaShington, and all artifacts,
archives, other historic materials,
fixtures,. exhibition
materials, furniture, equipment and other persc,nal property
therein are the sole property of the SOCIETY; except the
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 1
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supplies, furniture and equipment purchased by the CITY which
shall remain the sole property of the CITY; and
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WHEREAS, the land upon which the Museum building is
situated is the sole property of the CITY and this Agreement
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does not nullify any previous agreements betw,een CITY and
SOCIETY; and
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WHEREAS, the CITY and the SOCIETY desire to work together
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to continue and expand the viability and services of the
Museum.
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NOW THEREFORE, THE CITY AND THE SOCIETY IN CONSIDERATION
OF THE CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS:
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Article 1. Governance.
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1.1 Governina Bodv of the Museum.
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The Governing Body of the Museum is the "Board of
Directors of the SOCIETY.
All members of the Board of
Directors shall be members of the SOCIETY Clnd shall, as
their highest priority, uphold the public trust placed in
them and, as provided in the mission and goals statement
of the SOCIETY, take upon themselves all the duties and
responsibilities which are required under the bylaws,
pOlicies, and agreements approved by the SOCIETY.
23 1.2 Number of Board of Directors.
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The number of Directors serving on the Board shall be no
more than seventeen (17).
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 2
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1.3 Selection of Members.
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A.
Nine (9) members shall be elected by the General
Membership of the SOCIETY in accordance with the
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SOCIETY by-laws.
Seven (7) members shall be appointed by the Mayor of
the CITY with the approval of the CITY Council.
C.
One (1) member may be appointed by the City of Kent
provided that the level of annual funding by the
City of Kent does not fall below $:2500 for the
maintenance and operations of the Museum. Should
the City of Kent fund below this level, the CITY
will appoint the member to the Board.
D.
Should the CITY of Kent or another governmental
agency wish to initiate or alter a contribution of
funding and/or services for the basic operation of
the Museum, then this Agreement may bE! modified to
allow for appropriate representation on the Board of
Directors subject to the mutual consent of the
SOCIETY and the CITY.
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A.
All Board and General Membership mee1:ings of the
SOCIETY shall comply with the State of Washington
Open Meeting Act.
---~--------_._-------._-------._----------
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 3
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B.
The minutes and agenda shall be a matter of Public
Record and shall be filed with the CITY Clerk.
The Museum Director and/or a representative from the
CITY should be present at all meet:ings of the
SOCIETY.
Article 2. ResDonsibilities of the SOCIETY.
The SOCIETY with the assistance of the Mu:seum Director
will be responsible for the following:
A.
Adopt or modify policies regulating activities
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C.
specif ic to Museum operations, the management and
use of collections, the use of facilities, and other
functions as it deems necessary or appropriate.
B.
Develop long-term plans for the Museum which shall
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include
capital
programs,
revenue
sources,
collections, use of facilities, fees for Museum
services, and marketing.
C.
Develop and implement a Docent program" collections
caretakers, and other Museum volunteer activities.
D.
Prepare and submit to the CITY an annual report
reviewing the operations for the previous year and
defining the goals and objectives for t:he Museum in
the coming year.
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 4
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E.
This Article does not prohibit the SOCIETY from
carrying on other activities authorized by the
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SOCIETY'S charter, by-laws, or mission statement.
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Article 3. ResDonsibilities of the CITY.
The CITY shall be responsible for the follolrdng:
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A.
Provide A Museum Director to further the mission and
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goals of the SOCIETY as set forth in the Bylaws of
the SOCIETY provided that Auburn citizens clearly
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benefit from this service.
B.
Provide the following in-kind services to the Museum
providing that Auburn citizens clearly benefit from
this service:
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printing and mailing of newsletter and other
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brochures for programs, exhibits, or projects
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which further the Mission and goals of the
SOCIETY as related to the Museum.
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Maintenance and supplies for 1:he exterior
grounds of the Museum building. ~len expertise
and time is available from CITY personnel,
services will be provided to assist with
exhibit installation, building repairs, and
other related tasks.
3.
Clerical support to assist the Museum Director
with his/her responsibilities in serving the
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 5
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general mission of the SOCIETY as directly
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related to the Museum.
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Article 4.
staffina.
4.1 Museum Director.
The Museum Director shall be employed by and compensated
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by the CITY and shall receive all normal CITY benefits.
He/she shall be subject to all policies and procedures of
CITY employees as well as Museum policies adopted by the
SOCIETY. The Museum Director's performance in regard to
the administration of the Museum shall be reviewed
annually in compliance with regular CI'rY personnel
procedures.
Prior to the review, the Museum Director's
supervisor will meet with the President and vice
President of the Board of Directors for a confidential
evaluation of his/her performance.
4.2 Other Museum Staff.
A.
All additional staff at the Museum, whether the
position is funded by a municipality or privately
through grants or other sources,
will report
directly to the Museum Director and be subject to
Museum policies adopted by the SOCIETY.
B.
All volunteers at the Museum will repor1: directly to
the Museum Director or staff assigrned by the
Director.
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Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 6
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Article 5. Buildina. Land and Collection OWnersb,iR"
This Agreement does not change the SOCIETY ownership of
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the Museum building nor of the artifacts, archives, other
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historic materials,
exhibition materials,
fixtures,
furniture, equipment and other personal pnlperty within
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the Museum building;
provided that, the CITY retains
ownership of the supplies, equipment and furniture
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purchased by the CITY.
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Article 6. Finances.
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6.l SOCIETY Budaet.
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A.
The SOCIETY will develop an annual (lperating and
capital improvements budget for the Museum.
The SOCIETY may develop grants and promote donations
to the Museum for the operating budge1:, designated
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B.
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capital improvements, and the Museum's permanent
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collection.
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C.
The SOCIETY shall keep accurate financial books and
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records in compliance with all acceptE!d accounting
standards.
The SOCIETY shall prudently manage all
gifts made to the SOCIETY and expend contributions
exclusively for the benefit intended.
D.
All financial records of the SOCIE~rY shall be
subject to examination by the CITY at amy time upon
request.
------------------------------------------.
Museum Agreement
Resolution No. 2340 Exhibit ' A'
May 8, 1992 Page 7
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E.
The CITY through the Museum Director '"ill annually
coordinate with the SOCIETY Board tc) develop an
operating budget for the Museum to determine the
needs for the upcoming year. The CITY may consider
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funding
progralllls,
capital
special
projects,
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equipment, capital projects, or exhibits to take
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place at the Museum which clearly demonstrate a
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benefit to the CITY.
The CITY will consider
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allocations to the Museum as outlined in Article 3
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as part of the normal annual CITY budget process.
The Museum Director will document on a monthly basis
all in-kind services provided to the Nuseum by the
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F.
CITY.
This information shall be made available to
the SOCIETY Board.
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Article 7. Duration of Aqreement.
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7.l Duration.
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This Agreement shall be in effect for five
beginning the .3/ J day of l.ite.t4nltt.A._,L'.
ending the ()/JJ/-day of IJJJI~ 41A .A9'7.
(5) years
1992 and
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This Agreement may be renewed for an additicmal five (5)
years upon mutual agreement by the CITY and the SOCIETY
six (6) months prior to the expiration of this Agreement.
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Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 8
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7.3 Amendment.
This Agreement sets forth the full understanding of the
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SOCIETY and the CITY and may not be modified nor amended
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except by written amendment duly executed b:r the SOCIETY
and the CITY.
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7.4 Termination.
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A.
This Agreement may be terminated by either party for
any cause upon ninety (90) days writt:en notice to
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the other party.
B.
Upon receipt of a termination notice under the above
paragraph, the CITY shall cease any and all support
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and all other in-kind services for the SOCIETY at
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the end of ninety (90) days. Any capital equipment
which is purchased for use in the Museum by the CITY
remains the property of the CITY.
Upon termination of this Agreement, t:he Directors
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C.
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who have been appointed to the SOCIETY Board by the
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CITY shall no longer be members of the Board unless
elected to the Board by the membership of the
SOCIETY.
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 9
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Article 8. SOCIETY Bvlaws.
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8.1 Amendment of Bvlaws.
The SOCIETY will amend its Bylaws prior to the execution
of this Agreement to conform with the Articles listed in
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this Agreement.
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8.2 Bvlaws incorDorated in this Aareement.
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The SOCIETY Bylaws are attached to and incorporated
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within this Agreement.
Any proposed changl~s to SOCIETY
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Bylaws, policies, or procedures which conflict with the
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terms of this Agreement must be submitted to the CITY for
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review and may be adopted by mutual consent: of the CITY
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and the SOCIETY.
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Article 9. Indemnification/Hold Harmless.
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The SOCIETY agrees to defend, indemnify and hold harmless
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the CITY, its elected and' appointed officials, employees,
and agents from any and all claims, demands and/or causes
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of action of any kind or character whatsoever arising out
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relating
to
its:
the
SOCIETY,
employees,
or
consultants, subcontractors, or agents for any and all
claims by any persons for alleged personal injury, death
or damage to their persons or property to the extent
caused solely by negligent acts, errors or omissions of
the
its
consultants,
SOCIETY,
employees,
agents,
subcontractors, or representatives and arising out of its
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 10
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performance of this Agreement except where the claim,
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demand, and/or cause of action arises as a result of the
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negligent acts, errors or omissions of the CITY, its
elected and appointed officials, employees, or agents.
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In the event that any suit or claim for damage is brought
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against the CITY due to the actions of the SOCIETY, the
SOCIETY will defend the CITY at its se,le cost and
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expense; provided that the CITY retains 'the right to
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participate in the said suit if any principle of
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governmental or public laws is involved; and if final
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judgement be rendered against the CITY and/or its
officers, agents or employees or any of the:m, or jointly
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against the CITY and the SOCIETY and their representative
officers, agents, employees, or any of them, the SOCIETY
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agrees to fully satisfy the same and the SOCIETY shall
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reimburse the CITY for any cost and expense which the
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CITY has incurred as a result of such claim or suit. The
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provisions of this section shall survive the expiration
or termination of this Agreement as to any :suit or claim
alleged acts, errors or omissions occurring during the
term of this Agreement.
Article 10. Nondiscrimination.
The SOCIETY may not discriminate regarding any services,
membership, staff, or activities to which this Agreement
Museum Agreement
Resolution No. 2340 Exhibit ' A'
May 8, 1992 Page 11
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may apply directly or indirectly through contractual,
hir ing , or other arrangements on the grou.nds of race,
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color, creed, religion, national origin, sex, age, or
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where there is the presence of any sensory, mental, or
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physical handicap.
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Article 11. Insurance.
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The SOCIETY shall maintain throughout the term of this
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Agreement comprehensive general liability insurance in
the amount of one million dollars combined single limits
per occurrence. The insurance policy shall name the CITY
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of Auburn as additional insured.
The policy shall
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require a minimum of thirty (30) days prior written
notice to the CITY of any cancellation or ,expiration of
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the policy or any modification of any provisions of the
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policy.
Article 12. Assianments.
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The CITY and the SOCIETY respectively bind themselves,
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their
successors,
partners,
assigns,
and
legal
representatives to the other party to this Agreement with
respect to all covenants to this Agreement. Neither the
CITY nor the SOCIETY shall assign this Agre,ement without
the written consent of the other party.
No other
governing or management agreement for the qovernance of
Museum Agreement
Resolution No. 2340 Exhibit 'A"
May 8, 1992 Page 12
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the Museum may be signed by the SOCIETY without prior
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written agreement by the CITY.
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Article 13. General Provisions.
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This Agreement shall be governed by any applicable laws,
regulations, and ordinances of the CITY, King County, the
State of Washington, and where applicable, Federal laws.
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CITY OF lI,UBURN
&fI2
, MAY~
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ATTEST:
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&b-uu !vklilk Itz/
Robin Wohlhueter,
City Clerk
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APPROVED AS TO FORM:
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St1A:::R~
city Attorney
WHITE RIVER VALLEY HISTORICAL SOCIETY
BY:
ct~ ~ ~~r-'
~
TITLE:
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 13
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STATE OF WASHINGTON )
)ss
COUNTY OF KING )
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On this
'/-(A; day of
, 1992,
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before me, the undersigned, a Notary Public in and for the
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State
appeared
of
Washington,
personally
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~ VUAv Jud,
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fh 1/1.1 ;/p/nf:
of
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to me known to be the
WHITE RIVER VALLEY HISTORICAL SOCIETY,
the non-profit
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corporation that executed the within and foregoing instrument,
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and acknowledged said instrument to be the free ,and voluntary
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act and deed of said non-profit corporation, for the uses and
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purposes therein mentioned, and on oath stated that he/she is
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authorized to execute said instrument on behalf of said non-
profit corporation.
18 affixed my official seal the date hereinabove set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and
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NO
of
-~
Y PUBLIC 1n and for th~
ashington, residing at
MY COMMISSION expires:
,y - /0 - '?t/.
Museum Agreement
Resolution No. 2340 Exhibit 'A'
May 8, 1992 Page 14
WHITE RIVER VALLEY HISTORICAL SOCIETY
Bv-Laws
I. MEMBERSHIP
A. The Society shall be composed of Active memb.~rs,
Associate members, Honorary, and Junior memb.~rs under
the age of 18. Junior members may serve on
committees, but may not vote or hold office.
B. Any person interested in the history of the lfuite
River (Green River) area of southern King County,
Washington, may be enrolled as an Active mewler of
this Society upon receipt by the Treasurer of the
first payment of dues.
C. The schedule for all annual dues and other fEles will
be set or modified by the Board.
D. In recognition of achievements, or for servic:es
rendered to the Society, the Society may elee:t
Honorary members by a two-thirds vote of the members
present at any Board meeting. Honorary membElrs shall
not be required to pay dues; they can attend all
meetings of the Society, but shall not have the right
to vote or hold elective office unless they clre dues-
paying members.
E. Those who make worthwhile contributions to the society
of artifacts, photographs, and/or written materials
such as diaries, letters, account books, rare, early-
day newspapers published locally, may come into this
Society as Associate members with all rights and
privileges upon recognition by the Board of [Iirectors,
except those of voting and holding elective clffice.
Associate members are not required to pay due,s.
II. GOVERNMENT
A. The officers of the Board of Directors will consist of
a President, Vice President, Secretary and Treasurer.
These officers shall be chosen from different
geographical areas of the Museum's service region in
so far as possible.
B. The officers shall be elected by the general
membership to office and shall hold such office for
one year, or until their successors have been elected
and installed. Officers may be elected for one
successive term. In case of a vacancy arising in any
office, it may be filled for the unexpired term by
appointment of the Board.
Lj c;J.j' 10
WRVHS Byl'aws
Page 2
C. No person convicted of a felony shall serve as a
Director of this Society. Membership on thE! Board of
Directors shall be based on a person's dedication to
the Charter purposes of the Society and on the
professional, administrative, executive or t~echnical
skills that such person can and will contribute to the
furtherance of those purposes. No person shall be
discriminated against for membership on account of
race, color, religion, sex, age or national origin.
D. The regular term for Board members shall be three
years. A Board member may not hold such office for
more than two consecutive terms, but after one year
out of office may be re-elected to the Board.
E. The total Board size is seventeen (17) members. The
Board shall consist of nine (9) members elected by the
general membership of the Society. Seven (7) are
Society members appointed by the City of Auburn. One
(1) is a Society member appointed by the City of Kent.
Should the City of Kent's annual operating support for
the Society fall below $2,500, the City of Auburn will
appoint the member to the Board.
F. The immediate past president shall be an ex-officio
member of the Board until such time as that position
on the Board be taken over by the succeeding immediate
past president. This position is one of the seventeen
(17) Board seats.
G. The Board shall manage the affairs of the Society,
subject to such regulations and restrictions as may be
prescribed by the Society. The Board shall n.ot
obligate the Society for major expenses unless
reviewed by the Finance Committee. The Board shall
establish whatever standing committees are deemed
necessary, outlining duties and assisting the
President in the selection of chairperson and
committee members.
III. DUTIES OF OFFICERS
A. The President shall preside at all meetings o:f the
Society and of the Executive Board; shall appc:>int the
chairpersons of all standing committees with 1:he
assistance of the Board; shall keep in touch ld th
these committees to see that their duties are carried
out promptly, correctly, and in proper coordination
with each other; shall appoint members to fill elected
vacancies in the Board; and shall make plans for the
growth and progress of the Society. The presi.dent
shall be responsible for one of the two safety deposit
box keys.
WRVHS Bylaws
Page 3
B. The vice-President shall assume the duties 0:E the
President in case he/she is absent and will c~hair the
Nominating Committee.
C. The Secretary shall be responsible for the minutes of
all Board and Society meetings, shall record
attendance and assure that meetings comply with the
State of Washington Open Meeting Law. In thl! absence
of the Secretary, the President can appoint II person
to act as secretary of that meeting.
D. The Treasurer shall have the custody of the Inembership
dues and of all cash donations, grants and municipal
contributions; shall deposit any and all funds in
society accounts in local banks. The Treasurer
monitors all long-term accounts (Certificate!! of
Deposit, Money Market Funds, Trust Funds, etc:) and
with the Finance Committee makes recommendations to
maximize the income of these accounts to the Board.
He/she shall keep an up-to-date, accurate record of
all receipts and expenditures, and shall makEI a report
thereof at the annual meeting and whenever rElquired by
the Society or the Board. The Treasurer is
responsible to make monthly reports of expenses and
income. The Treasurer shall prepare an annucll budget
prior to the end of the year for the upcomin~r year.
This budget will be reviewed and accepted by the
Society Board and Membership at the Annual ME!eting.
The Treasurer shall arrange for an annual financial
review of the financial records by a qualifie,d third-
party and present this report to the Board. The
Treasurer shall be responsible for one of the, two
safety deposit box keys.
E. Officers and Board members who are unexcused from more
than two consecutive regular meetings of the Society,
or more than two consecutive meetings of the Board as
called, or who fail to carry out their duties: promptly
and efficiently, may be removed by a majority' vote of
the Board, and shall be notified by the Socie:ty
President.
F. At close of his/her term of office, each officer shall
turn over all records of his/her office to the
successor.
IV. MEETINGS
A. The annual meeting of the Society shall be held in
January. Election of Officers is to be held at the
annual meeting. Additional meetings may be called
quarterly by the Society President with approval of
the Board. The President may change the date of any
meeting, if necessary, provided at least one 'week's
notice be given all members.
WRVHS Bylaws
Page 4
B. The Society Board of Directors shall meet at least
bimonthly. The Board shall hold meetings as needed,
upon call of the President or of the Secretary, or any
three members of the Board.
C. Special meetings may be called by direction of the
President at any time, or shall be called upon written
request of five members of the Society, or four of the
Board. All members must be given notice by mail,
telephone or in person, of such meeting five days in
advance of such special meeting.
D. A majority of those present or by proxy at a General
Membership meeting shall constitute a quorum. A
simple majority (9) is considered a quorum for Board
meetings. Robert's Rules of Order, Ninth Edition,
shall govern all matters of procedure not covered in
these by-laws.
E. All Board and Society meetings will comply with the
state of Washington Open Meeting law.
F. Each voting member shall, at every meeting of the
Members, be entitled to one vote per issue. Any vote
by a voting member may be given by such voting member
in person or by his or her proxy appointed by an
instrument in writing subscribed by such Member and
delivered to the Secretary. At all General Membership
meetings, all matters shall be decided by vote (which
may be taken by voice, by show of hands or by ballot)
of a majority of the members present in person or by
proxy and entitled to vote at that meeting, a quorum
being present.
G. Except as provided herein, all meetings of the Board
of Directors and all committees of the Board of
Directors, which have or may exercise powers of the
Board of Directors, shall be open to the public and no
person shall be required as a condition of attendance
at any such meeting to register such person's name or
to provide any other information. Notice to the
public of any such meeting shall be given in such form
and at such time as is reasonable under the
circumstances. Closed meetings may be held to
consider matters relating to individual employees,
proprietary information, litigation, and other matters
requiring the confidential advice of counsel,
commercial or financial information obtained from a
person on a privileged or confidential basis, or the
purchase of property or services wherever the
premature exposure of such purchase would compromise
the business interest of the Society. If any such
meeting is closed pursuant hereto, the Board or
Committee involved shall within a reasonable time
thereafter make available to the public and filed with
WRVHS 'Bylaws
Page 5
the Clerk of the city of Auburn, a written statement
containing an explanation of the reasons for closing
the meeting.
V. COMMITTEES
A. Standing committees shall meet at least semi-annually.
Meetings may be called by the Chair at any time.
B. Standing committees may include but are not limited
to: Building, Collections, Finance, Fundraising,
Hospitality, Library, Membership and Newsletter. At
least one Board member shall be appointed to each
committee.
VI. COLLECTIONS
A. People may donate funds or may give historical
materials to the White River Valley Historici!l Society
Museum for which a receipt shall be issued.
B. Artifacts may be loaned for exchange display with
other museums. Materials given to the socie1:y may be
traded with other museums, groups, or indiviciuals for
Washington state materials which the Society does not
have.
C. The collection will be managed by strict adhElrence to
the Society's Collection Policy.
VII. INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS
A. The Society may indemnify any Board Member or Officer
or former Board Member or former Officer, for
expenses, costs, and attorneys' fees actuallJ/' and
necessarily incurred by such Board Member or Officer
in connection with any claim assessed against him or
her because of his or her having been or beil1lg such
Board Member or Officer, except where such expenses,
costs and attorneys' fees are proven to have been
incurred through that Board Member's or Officer's
malfeasance.
VIII. MANNER OF WRITTEN NOTICE
A. Any notice in writing required by law or by these by-
laws to be given to any person may be delivered
personally or may be given by depositing the :same in
the post office or letter box in a postpaid envelope
addressed to such person at such address as appears on
the books of the Society. Notice by mail shall be
deemed to be given at the time when the same Ishall be
mailed.
WRVHS Bylaws
Page 6
IX. AMENDMENTS
A. Amendments to these by-laws may be proposed,. in
writing, by three members and filed with thE~ Secretary
at any General Meeting. The proposed amendDlents shall
be read by the Secretary and may be disCUSSE!d. No
action may be taken on such amendment until the next
following General Meeting, due notice thereclf being
given to all members at least two weeks pric1r to such
meeting. Or, the proposed amendments may be~ mailed to
the General Membership for their review at least two
weeks before a General Meeting at which time
subsequent discussion and action shall be taken on
that amendment. An amendment shall be adopted by a
favorable vote of two-thirds of the members present, a
quorum being required.
B. Any proposed changes to Society bylaws, policies or
procedures which conflict with the terms of the Museum
Services Agreement with the City of Auburn must be
submitted to the City of Auburn in writing f'or review
and must be adopted by mutual consent of the Society
and City.
Revised and Dated: 6/25/92