HISTORIC MAPPING CONGRESS
ARTICLE I – NAME AND ORGANIZATIONAL LAW
Section 1. The name on the Articles of Incorporation and in these bylaws is the corporation’s legal name, which is: Historic Mapping Congress, hereinafter “HMC”.
Section 2. This not for profit corporation shall operate pursuant to § 33-31-101, et. seq. of the Code of Laws of South Carolina, (1976 as amended), known as the South Carolina Nonprofit Corporation Act.
Section 3. The HMC shall pursue certification as an Internal Revenue Code § 501(c)(3) tax-exempt educational organization or a strategic alliance with an existing institution to achieve those purposes. The prohibited activities enumerated for IRC approved tax-exempt organizations are adopted herein.
ARTICLE II - PURPOSE
Section 1. The Historic Mapping Congress shall permanently create and govern an interactive geographic knowledge base that has shared and easily accessible information captured and utilized by scholars and the general public.
Section 2. Historic Mapping Congress will develop a system to create a large-scale mapping inventory by collecting data on historic roadway, trail, and path segments and other historic sites and structures in order to: 1) provide tangible evidence to help explain the historic communications infrastructure; 2) track the migrations of individuals, the movements of armies, and the locations of historic sites; 3) assist in the furtherance of the narrative of how this network of passages bound the country together; and 4) to provide a permanent, accessible and comprehensive georeferenced library for historic information.
ARTICLE III - PRINCIPAL OFFICE
The headquarters and principal place of this not for profit corporation and primary address of the Historic Mapping Congress is 3 The Common at Lugoff in the Community of Lugoff, County of Kershaw, State of South Carolina, 29078. The mailing address is Post Office Box 10, Lugoff, SC 29078-0010. The HMC or the Board of Directors has the authority to change or designate this primary office location and/or mailing address.
ARTICLE IV - REGISTERED AGENT
Charles B. Baxley is the initial registered agent of the Historic Mapping Congress; however, he may resign at any time or be replaced at any time by vote of the HMC or its Board of Directors. He shall so serve without compensation.
ARTICLE V – MEMBERSHIP AND VOTING
Section 1. Any person or organization interested in the purposes of the HMC may apply for membership. All such applications shall be forwarded to the Board of Directors for their review and action. Admission of all members shall be decided by a majority vote of the Board of Directors.
Section 2. Only individual members are eligible to vote in matters before the HMC.
Section 3. The Board of Directors may from time to time establish criteria for donors and memberships. The HMC shall have sponsors who contribute material resources to support the mission of the HMC and shall have donors who contribute cash to support the operations of the HMC. Donors and sponsors may nominate individuals for membership. Donors and sponsors do not have a vote in the HMC.
Section 4. The Board of Directors may from time to time establish criteria for continuation or for the termination of memberships.
ARTICLE VI – CONGRESS
Section 1. The HMC shall from time to time meet in full Congress. The full HMC shall enjoy all powers and benefits acting as the corporate body, to appoint and remove members, to set policies, to elect and remove officers, to adopt and amend bylaws, to adopt a budget and approve expenditures, to enter into contracts, and to do all other things necessary and proper to govern the Congress and to advance its educational purposes. The Congress in general session shall set all policies regarding the Congress’ database, its uses and protections, and any other matter brought before it.
Section 2. All members shall be given notice of the date, time and place of any meeting of the Congress, in writing or by electronic means, at least 15 days prior to the call to order of the Congress.
Section 3. The members present at any duly noticed Congress shall constitute a quorum.
Section 4. All actions shall be passed by majority vote of the members present.
Section 5. No member may give his vote by proxy.
ARTICLE VII – CONGRESS’ OFFICERS
Section 1. The HMC shall elect their officers by simple majority vote of the HMC. All officers shall serve for a term of three (3) years and may be reelected without limitation.
Section 2. The President shall preside over all HMC meetings and Board of Directors meetings and communicate closely with the officers of the HMC. The President shall serve on the Board of Directors. The President shall represent the Congress as its principal spokesman and shall execute documents on behalf of the HMC.
Section 3. The Vice President shall assume the duties of the President in the absence, incapacity, resignation, or removal of the president. The Vice President shall serve on the Board of Directors.
Section 4. The Secretary shall keep the official minutes and records of the HMC and verify or certify as may be appropriate necessary legal documents, banking papers and the like. The Secretary shall serve on the Board of Directors.
Section 5. The Secretary shall take the minutes of the general Congress’ and its Board of Directors meetings, maintain a list of members and their contact information, and collect and keep corporate data as necessary for the nonprofit organization.
Section 6. The Treasurer shall keep the funds, properties and financial records of the HMC and anywise verify and certify appropriate and necessary legal documents, banking papers and the like. The Treasurer shall serve on the Board of Directors.
ARTICLE VIII – CORPORATE OFFICERS
Section 1. The President shall serve as chief executive officer has and shall have managing supervision over the daily activities of the HMC within the law, in accordance with the scope of these bylaws, and as further empowered by the Board of Directors. The President executes the policies and purposes of the corporation that have been directed from or approved by the Board of Directors.
Section 2. The President shall report to the HMC annually on the activities and finances of the HMC. The President shall appoint the members of standing and special committees and delegates not otherwise provided for. The President may establish and nurture business and banking relationships including the signing of contracts, notes, securities, and loans.
Section 3. The President may appoint and remove employees as he deems fit and proper, including hiring and firing; and handle, supervise, coordinate, and manage the work of the HMC committees, volunteers and interns.
Section 4. The President is authorized to direct and administer all fundraising activities in the furtherance of this nonprofit organization’s goals including, but not limited to, the working and targeting of individuals, partnerships, corporations, foundations, societies, and federal, state and local governments for contributions and grants plus the application and follow-through related thereto. The President may solicit any charitable contributions in the form of any promise, grant or pledge of money, credit, assistance, or property of any kind or value; and may delegate such solicitation as deemed fitting and proper.
Section 5. The Secretary shall be responsible for accurate, accessible and safe corporate records and membership data collection to facilitate the purposes and work of the corporation. The Secretary shall give notice of all meetings of the Congress and its Board of Directors and shall gather and publish information for the preparation of proposed meeting agendas.
Section 6. The Treasurer shall be responsible for maintaining oversight of the financial concerns, bookkeeping and fiscal matters of the HMC and confirming financial records of the same. The Treasurer will collect dues, donations and contributions, including documenting and recording in-kind contributions, and will disburse all funds. The Treasurer shall render a report to the Board of Directors and Congress each calendar year. The Treasurer will supervise the preparation and filing of all required tax returns and financial reports.
ARTICLE IX – BOARD OF DIRECTORS
Section 1. The Board of Directors consists of the HMC’s President, Vice President, Secretary, Treasurer, the Chair of each standing committee, and such members-at-large of the Board of Directors as may be from time to time appointed by the President with approval of the officers, each of whom shall serve as full voting members of the Board of Directors ex-officio.
Section 2. Each member of the Board of Directors shall serve for a term period of three (3) years, unless resigned or removed from office. The President and Secretary shall serve an initial term of three (3) years and the Vice President and Treasurer shall serve an initial term of two (2) years, thereafter all elections shall be for a term of three (3) years.
Section 3. Each member of the Board of Directors can serve consecutive terms upon standing for reelection by the Congress.
Section 4. The Board of Directors may meet at such time or times as necessary with a minimum of five (5) days advanced notice to all members in writing or by electronic means. Members may attend by telephone or other electronic means. No votes by proxy shall be allowed.
Section 5. Regular meetings of the Board of Directors shall be held three times a year, once in every four months.
Section 6. Meetings of the Board of Directors may be conducted in person, by electronic conference, or a combination of both. Votes for any purpose may be cast and tallied by facsimiles, emails or any electronic means.
Section 7. A majority of the duly appointed Board of Directors shall constitute a quorum.
Section 8. Each member of the Board of Directors shall have one vote.
Section 9. The Board of Directors shall call an annual meeting of the HMC and arrange for its date, time and place and give proper notice to all members of the HMC.
Section 10. The President or Secretary may call special meetings of the Board of Directors when deemed necessary.
ARTICLE X – BOARD OF DIRECTOR’S POWERS
The Board of Directors shall have all the power and authority granted by South Carolina law to a Board of Directors, including all powers necessary and appropriate to the management of the business and affairs of the HMC, including but not limited to the following delineations:
a. To appoint and remove such additional corporate officers as may be from time-to-time useful or necessary in the Board of Directors’ sole opinion. To confer upon any additional officer(s) of the corporation the power to specify, choose, remove or suspend assistant subordinate officers, agents or servants.
b. To appoint any person, firm or corporation to accept and use for the HMC any property (real, personal or intellectual) given, sold, leased, or loaned to the HMC or in which it is interested, and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such business transaction.
c. To approve and authorize the borrowing of money and the granting of security interests in the personal property and mortgages on the real estate of the corporation as security for the repayment of loans and interest thereon.
d. To purchase, sell, lease, mortgage, pledge, transfer in trust, and otherwise deal with real, personal and intellectual property of the corporation.
e. To appoint a person(s) to vote shares of another corporation held and owned by this HMC.
f. To authorize and enable the appropriate and legal solicitation of charitable contributions together with requisite registrations, filings, statements, reporting, and fees in compliance with applicable laws.
g. To set such goals, objectives and priorities for the HMC not in conflict with the Charter and these Bylaws and to establish such metrics as may be useful to gauge the HMC’s progress thereto.
h. To establish an annual budget and such financial controls as they may from time to time deem wise.
i. To set salaries and establish plans of compensation and benefits for any employees.
j. To accept such donations of property, subject to conditions, as they may in their judgment find support the mission, goals and objectives of the HMC.
k. To contract with such persons, firms, corporations agencies and entities for any such purpose as may appear to be in the interest of the HMC.
ARTICLE XI - STANDING COMMITTEES
Section 1. Standing committees of the Congress are created with which the HMC will operate, along with other board committees and advisory committees.
Section 2. The Board of Directors consists of the President, Vice President, Secretary, and Treasurer and the Chair of each standing committee. It is fully authorized to act with the full powers, responsibilities and scope of the Congress at all times in between the meetings of the full Congress. The Board of Directors will search and negotiate for administrative, interest and technical partners, meeting and computer services hosts, and operations. The Board of Directors shall make all corporate decisions necessary to carry out the purposes of the Congress between meetings of the Congress.
Section 3. The Finance Committee is responsible for all HMC fiscal affairs, for the drafting, filing and distribution of financial reports and preparing all tax returns. The Finance Committee may appoint a certified accountant when necessary and fiscal audit supervision and may from time to time prescribe accounting and bookkeeping and fiscal management policies as may be deemed proper. The Finance Committee shall supervise all fund raising activities, grant applications and shall review all employee compensation issues. The Treasurer shall serve as the Chair of the Finance Committee.
Section 4. The Governance and Nominating Committee is responsible for making qualified nominations for membership in the Congress, to serve as corporate officers and to serve on its standing committees.
Section 5. The Technical Committee is responsible for all software, designing, testing and maintaining the database and GIS interfaces, operations, and selection of hosting services. Additionally it will supervise, design and set protocols to the web-based portals to input and output data from the Congress’ database.
Section 6. The Communications Committee will be responsible for all external communications, marketing, and outreach for new members and seeking database input from the general public and interested groups to promote, market and make public information about the HMC and its project.
Section 7. The President shall appoint members to the above-stated standing committees.
Section 8. Other special or ad hoc committees may be appointed by the President or as directed by the Board of Directors.
Section 9. The Chair of each standing and special committee shall be appointed by the Board of Directors.
ARTICLE XII - NORMAL OPERATING POLICIES & PROCEDURES
Section 1. The Board of Directors shall from time to time establish policies and operating procedures relative to the conduct of corporate business or related to these bylaws, to amendments to these bylaws, and to resolutions and other actions that the board may take that will require sustained activity by the corporation.
Section 2. Correspondingly, the Board of Directors shall direct the President as chief executive officer to develop administrative procedures to ensure that all laws, regulations, rules, policies, and other edicts issued by the board are supported within the day to day operations of the corporation and in accordance with local, state and federal law. All such shall be subject to review and ratification by the Board of Directors.
ARTICLE XIII - CONTRACTS
Section 1. With the approval of the Board of Directors, the President of the HMC is authorized to negotiate and enter into legally binding agreements or contracts within the ordinary scope of business between the HMC and any individual, organization, corporation, business entity, or government; pursuant to and consistent with the general delegation of authority by the Board of Directors. All extraordinary agreements, contracts and binding actions outside the purview of daily operations must be approved by the Board of Directors.
Section 2. The approval of the Board of Directors for all actions may be indicated by consent resolution, by written vote or by votes cast by any electronic means.
ARTICLE XIV - LIMITATION OF CONGRESS MEMBERS’ LIABILITY
Section 1. No member of the HMC shall be personally liable for debts, liabilities, and other obligations of the corporation.
Section 2. The Board of Directors of the HMC shall be indemnified to the extent allowable under South Carolina nonprofit corporation law. This includes to indemnity to any person made to be a party to any action or proceeding by reason of the fact that same person is or was a member, officer or employee of the corporation who served any other entity of any type, partnership, joint venture, trust, employee benefit plan, or enterprise in any capacity at the request of the HMC, in the manner and to the extent permitted by the nonprofit corporation law of South Carolina.
Section 3. The HMC may, in the discretion of the Board of Directors, purchase insurance pursuant to said indemnification.
ARTICLE XV - FINANCE
The fiscal year of Historic Mapping Congress is the calendar year from January 1 through December 31, for annual financial reporting and audit purposes.
The treasurer shall disburse all HMC funds on order of the Board of Directors or the President. All monies shall be paid out and disbursed by numbered checks, appropriately signed and authorized.
ARTICLE XVI - AUTHORITY AND AMENDMENT
Section 1. The parliamentary rules contained in the most current edition of Robert’s Rules of Order shall govern the proceedings of HMC except in such cases as are governed by these bylaws.
Section 2. The Congress in general session shall have sole power to alter, amend or repeal these bylaws at a meeting duly convened after written notice to the members of such purpose.
Section 3. The Board of Directors of the HMC may recommend to the full Congress alterations, amendments or to repeal these bylaws.
ARTICLE XVII - DISSOLUTION
In the event of dissolution, assets of the corporation shall, after necessary expenses thereof and the payment of all liabilities, be distributed successively to the Central Piedmont Community College Foundation of Charlotte, North Carolina; and if not then in existence, then to another organization exempt under IRS § 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a similar public purpose. Any such assets not so disposed of shall be then allocated, exclusively for such purposes or to such organization(s), as a court of competent jurisdiction shall determine, which were organized and operated exclusively for such purposes.
ADOPTED THIS 21st day of November, in the year of our Lord Two Thousand Nine and in the Two Hundred Thirty-Fourth year of the sovereignty and independence of the United States of America.
Adopted November 21, 2009
Amended October 23, 2010
Amended November 3, 2012
Amended and Restated June 21, 2014
Amended November 1, 2014