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HomeMy WebLinkAboutLands, Parking, and Public Buildings Committee Minutes 02.15.1989M I N U T E S Building COMMITTEE Date Feb. 15, 1989 Time 5:35 p.m. Place of Meeting Council Chambers AMy??,r FY MEMBERS PRESENT: Chairman Chuck Dickerson Darrell McGillen OTHER'S PRESENT: Roy,Williams Kent Harris Alan Crowe Gary Temple Joe Bradley Marylee Moreland A quorum (3 or more) present, the following action was taken by the Committee: Roy Williams presented all documentation for the non- profit corporation to be known as the Laurel Museum, Incorporated. The LMI requested a one year lease. After some discussion the Committee recommends the lease go into affect on March 1, 1989 and expire on June 30, 1_990, at the end of the fiscal year. Prior to that time lease may be extended by another year with Councils approval. The LMI will use the old Library's entire first floor as a Museum, Centennial Information Center and Centennial Office only. They would like to hold an open house for the community on March 20, 1989, with the grand opening to take place on May 20, 1989. Joe Bradley went over the lease agreement in detail. Some changes were made to everyone's agreement. The corrected lease will be presented to the Council on February 21, 1989 for approval. There was some discussion regarding the finances for the carpeting for the building. It was suggested that the LMI meet with the Budget/Finance Committee on February 21st prior to the Council meeting to see if arrangements can be made regarding the carpet. Darrell McGillen made a motion, which was seconded by Gary Temple, to allow the LMI the use of the Library with Councils approval. Motion carried 4--0. 4 ti! - r. The meeting was adjourned at 6:25 p.m. The next meeting will be scheduled as needed. Respectfully submitted, i `'r (SIJ Chuck Dickerson, Chairman Organization and Address: Laurel Museum, Incorporated • P.O. Box 9 Laurel, MT 59044--0009 Federal Employer Number: 81-0456090 State Employer Number: Officers: cers: Roy Williams, President Jim Gunnels, Vice President Kent Harris Secretary-Treasurer Executive C mmittee: Jim Gunnels Kent Harris Elsie Johnston Marylee Moreland Roy Williams Board of Directors: Sedly Harness i year term Mildred Christian 2 year term Betty Gauslow 3 year term Jim Gunnels 2 year term Kent Harris 3 year term Elsie Johnston i year term John Maxson 2 year term Marylee Moreland 3 year term Ann Morrow i year term Ellen Ready 2 year term Francie Riemann 3 year term Bev SanKovich 1 year term Sandy Stevenson 2 year term Bill Thorndahl 3 year term Henna Tiensvold 1 year term Milt Wester 2 year term Roy Williams 3 year term Goals i. Obtain a one-year lease with the City of Laurel for the old library by February 23, 1989. The facility will be used for the following during the term of the lease: museum; centennial information center, and centennial office. 2. Hold open house of the facility for the community on March 20, 1989. 3. Grand opening of the museum on May 20, 1989. Documents: i. Articles of Incorporation 2. Adopted By-Laws 0 3. Proposed Museum Lay Out T SECRETARY OF STATE STATE OF MONTANA CERTIFICATE OF INCORPORATION I, MIKE COONEY, Secretary of State of the State of Montana, do hereby certify that the Articles of Incorporation for the incorporation of LAUREL MUSEUM, INCORPORATED, a Montana nonprofit corporation, duly executed persuant to the provisions of section 35-2-203, Montana Code Annotated, have been received in my office and conform to law. NOW, THEREFORE, I, MIKE COONEY, as such Secretary of State, by virtue of the authority vested in me by law, hereby issue this Certificate of Incorporation to LAUREL MUSEUM, INCORPORATED a Montana nonprofit corporation, and attach hereto a copy of the Articles of Incorporation. r A k J1 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of the State of Montana, at Helena, the Capital, this January 24, A.D. 1989. MIKE COONEY Secretary of State t STATE OF MONTANA FILED JAN 24 1989 ARTICLES OF INCORPORATION of 308563 LAUREL MUSEUM, INC. C.: SECRETARY DE STATE- , KNOW ALL MEN BY THESE PRESENTS: e) The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Montana Non-Profit Corporation Act (Title 35, Chapter 2, Montana Code Annotated) do hereby certify: I. That the name of this CORPORATION shall be LAUREL MUSEUM, INCORPORATED. rx. That the Corporation shall have perpetual existence. III. That the place in this State where the registered office of the Corporation is to be located is 109 West Main Street, Laurel, Yellowstone County, Montana. The name of the initial registered agent is Benna Tiensvold, and the address of the initial registered agent is P. 0. Box 9, Laurel, Montana 59044. IV. 0 That this Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). V. That the names and addresses of the persons who are the initial Directors of the Corporation and who are the Incorporators -v-f--the-Cc±a? _ at3. are- ae fol.-Dws-: - _ - . Sedley Barsness Mildred Christian Chuck Goldy 605 E. Fourth St. North of Laurel 1616 Broadwater Ave. Laurel, MT 59044 Laurel, MT 59044 Billings, Mt 59102 Jim Gunnels 2210 E. Maryland Laurel, MT 59044 John Maxson P. 0. Box 74 Laurel, MT 59044 Kent Harris P. 0. Box 7 Laurel, MT 59044 Marylee Moreland P. 0. Box 475 Laur.=1, MT 59044 Elsie Johnston 501 Third Avenue Laurel, MT 59044 Ellen Rudy 1013 Ann's Place Laurel, MT 59044 -1- Francine Riemann Beverly Sankovich Sandy Stevenson 702 W. Maryland 1016 Third Avenue P. 0. Box 397 Laurel, MT 59044 Laurel, MT 59044 Laurel, MT 59044 William Thorndahl Benna Tiensvold Milt wester 1015 First Avenue 1105 Eighth Avenue 211 Laurmac Laurel, MT 59044 Laurel, MT 59044 Laurel, MT 59044 Roy Williams 711 East Main Laurel, MT 59044 And, their number is sixteen (16). VI. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Four hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States.Internal Revenue Law) or (.b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal . Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). VII. Upon the dissolution of the Corporation,, the Board shall, _ after- -.:payiAg.. - or 4nak ng -pr-ov1si-an -_f or the - payme-nt of a l l of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization(s) organized and operated exclusively for y or char.table, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) -2- l -0'• • , _, ... w.?.. .... w .,,.?,r..?.,...r+a++?..W...w.wnAMw.a,.?....ny,?rn?.,n?F•.n, ,...rte.,. -•.?ww..?,. ? ? ? ? .... under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue for such purposes. Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the County in which the registered office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively IN WITNESS WHEREOF, we have hereunto subscribed our names • this Thirteenth day of January, 1989. 1&"' ??- 4.4 - Sedly arsness Mildred Christi n Chuck Gol y c (. K n Harris J m Gunnels Elsie John on L?(J ohn Zxs6n Ellen Ready Bevy y Sankovich am rnornaa Milt Wester Mar a Moreland Francine Riemann Sandy Stevenson nna Tiensvo Roy W liams STATE OF MONTANA ) ) County of Yellowstone ) ss. On this day of V`ir1N4r 1989, before me, the undersigned, a Notary Public in and for the State of N1onEana, personally appeared Sedly Barsness, Mildred Christian, Chuck Goldy, Jim Gunnels, Kent Harris, Elsie Johnston, John Maxson, Marylee Moreland, Ellen Ready, Francine Riemann, Beverly Sankovich, Sandy Stevenson, William Thorndahl, Benna Tiensvold, Milt Wester, Roy Williams, known to me to be the persons whose names are subscribed -3- " , Wa to the above and foregoing Articles of Incorporation of Laurel Museum, Incorporated, and each of them did acknowledge to me that he or she did execute the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. rVI , Nota Publ c or the Skate of Monta a. Resi i g at ?q K •? ,?.? 7- My Commission expires: iu -4- BY-LAWS • OF LAUREL MUSEUM, INCORPORATED ARTICLE I OFFICE The principal office of the corpoartion shall be located in the City of Laurel, County of Yellowstone, State of Montana or without the State of Montana, as the board of directors may determine or as the affairs of the corporation may require from time to time. ARTICLE II PURPOSES Section 1. Purpose. The purpose of the museum is to display historical, cultural, and artistic objects and artifacts, for the purpose of commemorating the rich and continuing tradition and heritage of the people of the community, past and present; promoting development of the arts in the community; and celebrating the centennial anniversary of Montana's statehood in the year 1989. Section 2. Activities. The corporation will not carry on any other activities not permitted to be carried on: A. By a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the • Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), or B. By a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). Section 3. Political Influence. This corporation will not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in, or intervene in (including the publishing or distribution of statements) any political campaign for or against any candidate for public office. ARTICLE III MEMBERS Section 1. Classes of members. The corporation shall have the following classes of membership: Individual memberships- i. Individual 2. Family 3. Patron 4. Benefactor, 5. Charter Member Institutional memberships: (Available to clubs, associations, partnerships, and corporations.) 1. Contributor 2. Associate 3. Sponsor 4. Benefactor 49 Section 2. Rights. Every member, regardless of type or class of membership shall be entitled to one vote (except that only one vote for each family membership shall be recognized). An institututional member may designate an individual to cast its vote on its behalf. Section 3. Benefits. Members of every class or type shall be entitled to a subscription to a newsletter announcing coming exhibits? programs, and classes. All members shall be entitled to previews of major exhibits, and a 10% discount on gift shop purchases. Section 4. Charter Member. Only 250 charter memberships will be available and the benefits of charter membershipship, in addition to the above stated benefits, are life-time membership, name(s) engraved on a permanent plaque, receive a special pin. and free admittance to standing exhibitions at the museum. (In cases where husband and wife take out a charter membership only one vote for each membership shall be recognized.) Section 5. Restriction against Transfer. Membership in this corporation is not transferrabe or assignable. ARTICE IV MEETINGS OF MEMBERS Section i. Annual Meeting. The annual meeting of the members shall be held at the principal office of the corporation or at such other place, as may from time to time be designated by the board of directors, on a date to be determined during the month of October of each year, commencing with the year 1989, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. 2 Section 2. SSnecial Meetings. Special meetings of the members may be called by the President or by the board of directors. Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Montana, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Montana; but if all of the members shall meet at any time and place, either within or without the State of Montana, and consent to the holding of a meeting, such meeting shall be valid without call or notice? and at such meeting any corporation action my be taken. Section 4. Notice of Meeting . Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than thirty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at this address as it appears on the records of the corporation, with postage thereon prepaid. Section 5. Quorum. Fifteen members shall constitute a quorum at any meeting of the members. If a quorum is not present at any meeting of members, a majority of members may adjourn the meeting, from time to time without further notice. Section b. Voting by Mail. Where directors are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine. Section 7. Restrictions againit roxie . No proxies shall be permitted for the purpose of voting at a meeting of the members. 0 ARTICE V BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE Section i. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of the State of Montana but must be members of the corporation. The board of directors may appoint an advisory council to advise and assist it in the conduct of the affairs of the corporation. Section 2. Number, Tenure and (fualifications; K minQ goons. The number of directors shall be not more than 24 and shall be such number as the board of directors may, from time to time, determine. Directors shall be elected for a term of It 2., or 3 year, to end that approximately 1/3 of the total number of directors shall be elected at each annual membership meeting. Section 3. Annual Meetings and Regular Meetings. The annual meetings of the board of directors shall be held without other notice other than this by-law, immediately following, and at the same place as, the annual meeting of members. In addition, at least five regular meetings shall be held each year. The board of directors may by resolution designate the time and places, either within or without the State of Montana, for the holding of such regular meetings, without further notice. Section 4. Executive Committee. At its annual meeting, the board of directors shall appoint an executive committee of five directors, including the president, vice president, secretary and treasurer, to serve until the next annual meeting, to have the general supervision of the affairs of the corporation. The executive committee shall hold regular meetings at such times and places as they may determine. The quorum of the executive committee shall consist of three of the members thereof. Any action shall be determined by a majority of the members of the committee present and voting. Section. 5. Soecial Meetings. Special meetings of the board of directors may be called by or at the request of a majority of the mebers thereof, or by the president, to be held at such place, either within or without the State, as the call may prescribe. Section 6. Notice. Notice of any special meeting of the board of dirctors shall be given at least five days prior thereto by written notice delivered personally or sent by mail or telegram to each member thereof at his address as shown by the records of the corporation. If given by mail or telegram, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid thereon, or when delivered to the telegraph company with charges paid. Any director may waive notice of any meeting. The business to be transacted at a meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically re-quired by law or by these by-laws. Section 7. Quorum. The majority of the board of directors shall constitute a quorum for the transaction of business at any meeting thereof; but if less than a majority thereof are present, those present may by majority action adjorn the meeting from time to time without further notice. Section 3. Vacancies. Any vacancy occurring in the board of directors or executive committee, and any directorship to be filled by reason of an increase in the number of dirctors, shall be filled by the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 9. Compensation. Directors as such shall not receive any salaries, expenses or remuneration of any kind. W . Section 10. Removal. A director who misses in excess of three meetings of the board • during any year may be removed by vote of three-fourths of the board of directors. Section 11. Restrictions on Executive Committee P wars. The executive committee shall have all the powers of the board of directors of the corporation with the following exceptions: A. The executive committee may not appoint directors. H. The executive committee may not authorize any expenditures in excess of $2,500.00. C. The executive committee may not amend the Articles of Incorporation or by-laws. D. The executive committe may not dispose of, sell, lease or hypothecate the real or personal property of the corporation. ARTICLE VI OFFICERS Section 1. Officers. The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and such officers to have the authority and perform the duties prescribed from time to time by the board of directors. Any two or • more offices may be held by the same person, except the offices of president and secretary. Section 2, Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its annual meeting or as soon thereafter as convenient, and each shall hold office until his successor is duly elected and qualified. New offices may be created and filled at any meeting of the board of directors. Section 3. Removal. Any officer elected or appointed by the board of directors may be removed by it whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, officer is os removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term. Section 5. President. The prsident shall be the principal executive officer of the corporation and shall have general supervision and control of all the business and affairs of the corporation. He shall preside at all meetings of the members, of the board of directors, and of the executive committee. He and the secretary or any other proper officer of the corporation authorized by the board of directors, shall sign any deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. Section b. Vice President. In the absence of the president or in event of his inablity or refusal to act, the vice president for in the event there be more than one vice president, the respective vice presidents in the numerical order of their designation) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to any and all restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. is Section 7. Treasurer. If required by the board of directors, the treasurer shall at the expense of the corporation give a bond for the faithful discharge of his duties in such sum and with such sureties as the board of directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation in the name of the corporation in such banks, trust companies, with the provisions of Article VII of these by-laws, and shall in general perform all the duties incident to the office of treasurer or which may from time to time be assigned to him by the president or the board of directors. Section 8. Secretary. The secretary shall keep the minutes of the meetings of the members, of the board of directors, and of the executive committee, in one or more books provided for those purposes; shall cause all notices to be given in accordance with the provisions of statute or of these by-laws; shall be custodian of the corporate seal and records, and shall cause the corporate seal to be affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; shall Keep a register of the post office addresses of all members, and shall in general perform all duties incident to the office of secretary or which may from time to time be assigned to him by the president or board of directors. Section 9. Assistant Trea re s and Assistant Secretaries. If required by the board of directors, each assistant treasurer shall at the expense of the corporation give a bond for sureties as the board of directors shall determine. The assistant treasurer, assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer, the secretary, the president of the board of directors. ARTICLE VII • COMMITTEES Section 1. Nomiinatin°. The President shall annually appoint three (3) members, who shall constitute a Nominating Committee. They shall submit in writing to the secretary prior to the Annual Meeting nominations for the Directors to be elected at such Annual Meeting. Section 2. Other. The Board of Directors may provide for such other committees as may be deemed needful and may determine the selection of members and prescribe their duties. ARTICLE VIII GIFTS AND DONATIONS Section 1. P• 2U . Gifts and donations to the Foundation shall be in conformity with the approved acquisition policy. ARTICLE IX AMENDING THE BY-LAWS Section 1. Amending the By-Laws. The By-Laws may be amended by a simple majority in secret ballot of the membership present at a validly called meeting. Section 2. Publishing. Any amendment to the By-Laws shall be published in its entirety in a written form and made available to the membership before the meeting at which it is to be considered. Adopted February 9,!989 INITIAL EXHIBIT AREA DESIGNATIONS PROPOSED FOR LAUREL MUSEUM, INC. Area A-- Short term Art Exhibit Area for local artists. Movable partition allows space to adjust to size of Exhibit. Desk manned by Laurel Museum Inc. (LMI) volunteer to allow convenient supervision of entrance and art exhibit area. Area B-- Laurel Historical Exhibit Area. Propose initial emphasis limiting scope to photos depicting growth and development of Laurel during period 1880 to 1920. Photos and negatives showing Laurel's first structures, first businesses, first methods of transportation (wagon, ferry, railroad etc.) first farming techniques, first news articles, first organizations, first churches, first 'characters', first controversies. Area C-- 'Western' History of Local Area. Propose photographs of famous characters, their homes, maps, letters etc. that describe historic events around Laurel prior to 1900. Examples would include Calamity Jane, Chief Joseph, Lewis and Clark, Liver Eat'n Johnson, famous Crow Tribal Chiefs and Warriors. Area D-- Family Photo Room with portable partition to allow expansion of area as more photos are contributed. Propose we make space available for all photos complying with following guidelines: 1. Family must have immigrated to Laurel prior to 1940 2. Must have at least two generations in photo with at least one original resident included. 3. All persons in photo must be identified with LMI card attached 4. Contributor must be willing to donate photo to LMI permanently or pay cost for making a copy. Photo must not be smaller than 3"x 4" or larger than 8" x 10". Area E-- Meeting Room and Future Railroad Exhibit Area. As this area is separated from the Laurel Historical Exhibit Area by a movable partition, its size would depend on the amount of photos and artifacts available for display in the "Laurel Firsts" area. Propose we initially purchase 30 to 40 stacking chairs to be used for LMI meetings and special events. Plans for size and nature of future railroad exhibits to be developed at a later date. Area F-- Storage and Workshop area hidden from view by 2 portable.partitions. Size dependent on area needed for Art Exhibit adjoining. Location here suggested by ability of LMT personnel to view entrance through small openings in portable partitions. This would allow them to work and still supervise museum art and entrance/exit. Discolored ceiling above this area would not require repair at this time. Comment-- This method of space allocation would appear to serve our general objectives and enable us to proceed with achievable short term goals. The traffic pattern would appear to work and give a desirable combination of corridors and rooms. The portable partitions should allow us to create 'full' spaces capable of growing as additional materials are received. Although the method of mounting and display of the exhibit consisting almost entirely of photographs has not been finalized, new mounting techniques using styrofoam would appear promising and would allow for an exciting three diminsional display. It now appear some patching, paint, carpeting, movable partitions covered in burlap and trimmed in oak, and accent lighting may just create a truly outstanding facility we can afford and can be proud of. III I OLD LIBRARY BUILDING f (F) {D); (E) STORAGE AND f FAMILY WORKSHOP SINGLE LINES PHOTO MEETING ROOM AND AREA WITH SLASHES DISPLAY FOTURE RAILROAD EXHIBIT DENOTE PORTABLE AREA PARTITIONS I Refit_ L ARt EX? IIBIT AR R I 4 f j ' I ro m {A } ! Pleas not e all j T7 1 I p po do s a e a0proximate. j ! LAi RELI'FI STS HI TOR CAL WE?TERJ HI TORY ,'I I EXHIBI ' ARE A I DISP Y A I _. I I I p ; {4 I ) I (B ? ENT I NC ? f I I E '? j l e , ? I I I 1 , I I I 1 j Initial Exhibit Area Desiqnations for Laurel Museum Inc.