Article I – Name and Purpose
Section 1 – Name: The name of the organization shall be Historic Port of Washington Project, Inc. It shall be a nonprofit organization incorporated under the laws of the State of North Carolina as of May 12, 2017.
Section 2 – Purpose: Historic Port of Washington Project, Inc. is organized exclusively for charitable purposes. The purpose of this corporation is to:
- To make charitable contributions to the historic preservation of Washington, North Carolina and its legacy as a port, particularly through events, exhibits, and a museum.
- To educate the public about the needs of preserving Washington, North Carolina and its legacy as a port, and then motivate the public to provide assistance, either through donations or personal volunteer efforts.
Article II – Membership
Section 1 – Membership: There shall be no members.
Article III – Board of Trustees
Section 1 – Board role, size, and compensation: The Board is responsible for overall policy and direction of the association, and it delegates responsibility of day-to-day staff operations to the staff and committees. The Board shall have up to 15, but not fewer than 3, trustees. Trustees receive no compensation other than reasonable expenses, but it is permitted for Trustees to also work as office staff or contractors and receive appropriate compensation, subject to conflict of interest rules.
Section 2 – Terms: All Board members shall serve for a period of three years or until resignation or impeachment, expect for the original trustees who shall serve for three or fewer years so that Board terms in the future shall be staggered. Upon expiration of a trustee’s term, the Board shall choose a person to serve an additional three-year term. Trustees may serve an unlimited number of terms.
The following trustees are the original trustees and will serve the following terms expiring on June 30:
Dr. David McLawhorn, Mr. Blount Rumley, Mr. Keith Hackney, and Ms. Gill Hookway-Jones—3 years, term ending June 30, 2020.
Mr. Bobby Roberson, Ms. Pat Vore, and Ms. Janet Carpenter—2 years, term ending June 30, 2019.
Mr. Rick Brass, Mr. Ken Carpenter, and Ms. Beth Byrd—1 year, term ending June 30, 2018.
The Board members will choose a Chair of the Board from among themselves on a yearly basis. [1/13/22 amendment]
Section 3 – Meetings and notice: The Board shall meet at least twice annually, at an agreed upon time and place.
Section 4 – Board Elections: Board members are selected by the Board of Trustees.
Section 5 – Election Procedures: New Trustees shall be elected by majority vote of the Trustees.
Section 6 – Quorum: Quorum for the organization shall be at least forty percent of all Board members for the transaction of business.
Section 7 – Officers and Duties: There shall be four officers appointed by the Board of Trustees: a president, vice-president, secretary, and treasurer. The offices of secretary and treasurer may be held by the same individual.
The Board of Trustees shall choose each officer on a yearly basis. [1/13/22 amendment] The original officers of the corporation are:
President: Mr. Richard Zablocki
Vice-President: Mr. Ray Midgett
Secretary: Ms. Mickie Zablocki
Treasurer: Ms. Billie-Jean E. Mallison
Section 8 – Vacancies: When a vacancy on the Board exists, the Board will accept informal requests to fill the vacant position. New Board members will be elected by the Board by a majority vote.
Section 9 – Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Board. A Board member shall be terminated from the Board due to excessive absences, more than twenty-percent of unexcused absences from scheduled Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the Board, but only upon notice in writing of the proceeding being sent to the Board member and at least two weeks between the date of transmittal of the notice and the date of the meeting at which such vote shall take place.
Section 10 – Special Meetings: Special meetings of the Board shall be called upon the request of any member of the Board. Notices of special meetings shall be sent out by the member of the Board which called the meeting at least three business days prior to the time at which the meeting will be held.
Article IV – Committees
Section 1 – Committee formation: The Board may create committees as needed, such as fundraising, volunteer management, public relations, data collection, etc.
Section 2 – Financial Committee: The Financial Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other Board members. The Trustees must approve the budget and all expenditures must be within said budget. Any major change in the budget must be approved by the Trustees. The fiscal year shall be the calendar year. The Treasurer shall be a member of the Financial Committee.
Article V – Director and Staff
Section 1 – Executive Director(s): Any Executive Director(s) will be hired via a vote of the Board of Trustees. The Executive Director(s) have day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director(s) will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. At the time of formation, there is no Executive Director, nor is the need for one anticipated within the next several years from the date of formation.
Article VI – Amendments
Section 1 – Amendments: These bylaws may be amended when necessary by a two-thirds vote of the Board of Trustees.
These bylaws were approved at a meeting of the Board of Trustees by a unanimous vote on 3/14/2017.
Ken Carpenter, Chair and Trustee Date