Bylaws of the Idaho Chapter of the Lewis and Clark Trail Heritage Foundation, Inc.
Adopted May 1988-per newsletter
Amendments March 12, 2016 & September 26, 1993
Amended and adopted June 6, 2022
ARTICLE I — PURPOSE AND SCOPE
Section 1. The Idaho Chapter of the Lewis and Clark Trail Heritage Foundation, Inc. (hereafter Chapter) exists as an educational, non-profit corporation of the State of Idaho to encourage, support, or undertake, either individually or jointly with governmental agencies and/or others, the stimulation and advancement of public knowledge and awareness of the historical, social and cultural significance and heritage of the Lewis and Clark Trail within Idaho, and to stimulate in Idaho and nationally, public interest in matters relating to the Lewis and Clark expedition, the contributions to American history made by the expedition members and events of time and place concerning and following the expedition which are of historical import to Idaho and our nation. The Chapter shall also be concerned with the physical environment of the Lewis and Clark Trail route in Idaho, both on government and private land, taking what actions are deemed appropriate to protect the historical integrity of trail remnants, camp sites and other related sites.
Section 2. The scope of activities of the Chapter shall be broad and diverse, and may include involvement in those pursuits which, in the judgment of its directors, are commensurate in historical worth with the heritage of Lewis and Clark. The activities of the Idaho Chapter are intended to compliment and supplement those of the Idaho Lewis and Clark Trail Committee and the national Lewis and Clark Trail Heritage Foundation, Inc.
Section 3. Where circumstances warrant, the directors of the Chapter may appropriately recognize and honor individuals of groups for acts of distinction or achievement in the broad field of Lewis and Clark historical research, writing or deed which promotes the general purpose and scope of activities of the Foundation and the Idaho Chapter. Such recognition may include scholarships, awards or grants, in amounts to be determined by the board of directors. Payment for or toward publication of worthy Lewis and Clark research papers and writings may also be authorized by the board of directors when found to be merited.
ARTICLE II — MEMBERSHIP
Section 1. Categories of Active membership are:
- Individual member who shall have one vote and receive one copy of all regular Chapter membership mailings.
- Organization or business member who shall have one vote and receive one copy of all regular Chapter membership mailings.
- Family membership, consisting of husband and wife, each of whom shall have two votes, and collectively shall receive but one copy of all regular Chapter membership mailings.
Section 3. Each active member shall be eligible to vote at any meeting of the members of the Chapter, and by letter ballot for the election of officers and directors of the Chapter but the board shall determine the use of electronic means for casting ballots.
Section 4. To be eligible for membership in the Idaho Chapter, individuals must be current members in good standing in the national Foundation and indicate a preference for the Pacific Northwest Region. Membership can also be selected through the LCTHF for those who selected a different region when paying for their membership by paying for an additional membership in the Pacific Northwest Region.
ARTICLE III — BOARD OF DIRECTORS AND OFFICERS
Section 1. The Chapter shall have a board of directors of not less than five persons, which shall include the President, the Vice-President, the Secretary, the Treasurer, and immediate Past-President. The management of the affairs of the Chapter shall be vested in the board of directors, governed by majority vote of the directors. The directors may be the same individuals who serve as members of the Governor’s Committee on the Lewis and Clark Trail.
Section 2. The officers of the Chapter shall be a President, Vice-President, Secretary, Treasurer and immediate Past President. Officers/directors shall be elected for a term of two years commencing at the close of the spring meeting.
Section 3. Elections will be held on odd-numbered years. The slate of candidates will be drafted by a nominating committee of three members appointed by the president and announced at the spring meeting held on even-numbered years. Voting will take place by letter ballot to be cast by members of the Chapter. The secretary shall, not later than 30 days before the election meeting, mail to each member, with the notice of such meeting, a suitable ballot stating the names of persons nominated as directors by the nominating committee. Each member may vote for any or all of such nominees or by write-in for any other member of the Chapter. Any ballot, in order to be counted, must be received by the secretary of the Foundation not later than the day specified in such notice.
Section 4. Any vacancy in the office of vice-president, secretary, or treasurer occurring or existing from any cause may be filled by the president. The person so selected will continue in office until the next election. In the case of vacancy in the office of president, the vice-president shall assume full responsibilities of president.
Section 5. The board shall select two members of the organization to represent the Chapter on the board of directors for the Pacific Northwest Region.
Section 6. The Secretary shall provide minutes for both board of directors and membership meetings to be corrected and approved at the next meeting. The Secretary shall also keep membership records and is responsible for the voting process although the President may also appoint an adhoc committee to assist.
Section 7. The Treasurer shall submit to the board of directors each spring an annual budget of planned revenues and expenditures for approval. In the absence of an approved budget, the board of directors shall approve of all expenditures of the Chapter. For expenditures exceeding a budgeted line item, the board of directors must approve such expenditures. The Treasurer shall also provide an annual financial report to the membership and may provide more frequent reports to the board of directors. The treasurer shall receive, record and be the custodian of all monies of the Chapter and shall deposit the same in banks to be designed by the board of directors. He shall by check pay the obligations of the Chapter. He shall maintain suitable books of account.
ARTICLE IV — MEETINGS
Section 1. The board of directors shall meet at such place as may be designated by the president. Special meetings of the board may be called at any time by the president. Meetings of all members shall be held at least twice each year at such time and place set by the board of directors, but the spring meeting shall be considered the annual meeting. The proceedings of all meetings shall be governed by Robert’s Rules of Order.
Section 2. The president shall preside at all meetings of the members and the board of directors. He shall have power to call meetings of members or directors and shall do so when required by the By-laws. He shall not vote except in the event of a tie. He shall sign papers pertaining to the Chapter to which his signature may be necessary or desirable.
Section 3. In the absence of the president or his inability to act, the vice-president shall possess his powers and discharge his duties.
Section 4. Adhoc committees (including a nominating committee), as may be deemed appropriate by the board of directors, shall be appointed by the president to serve concurrent in terms with the elective directors cited in Article III.
Section 5. Meetings and events may be held in person or by electronic means. The board of directors may authorize the Chapter sponsorship of speakers, field trips or other activities that promote the purpose and scope as enumerated in Article I.
ARTICLE V — GIFTS TO THE CHAPTER
Section 1. Gifts of money may, at any time, be contributed to the Chapter by any donor. The board of directors reserves to itself the right of acceptance and disposition of any properties so donated.
ARTICLE VI — DISSOLUTION CLAUSE
Section 1. In the event of dissolution of this chapter by vote of the membership, all assets shall go to the National Foundation.
ARTICLE VII — MODIFICATION OF BY-LAWS
Section 1. These By-laws may be amended, repealed, or added to by a majority vote of the members present at any meeting of the members of the Chapter, provided that written notice of each such proposed change has been filed with the secretary and mailed by the secretary to each member of the Chapter together with a notice of such meeting not less than 30 days prior to such meeting.
These By-laws have been accepted, dully approved, and adopted at the meeting of the Idaho Chapter of the Lewis and Clark Trail Heritage Foundation, Inc.
IN WITNESS WHEREOF We, the directors have hereunto subscribed our names this 6th day of June 2022.
Laurie Brown-President
Pat Rathmann-Vice-President
Anne Schorzman-Secretary pro-tem
Holly Rathmann-Treasurer
Chair: _Laurie Brown__ Date: 6/6/2022 Secretary: Anne Schorzman Date: 6/6/2022
