1. Call to Order

2. Approval of the Budget for 2024

3. Approval of Revised Bylaws

4. Officer Slate for 2024-2025

• President--Ellie Bunting
• Vice President--Janet Gottlieb
• Secretary--Peggy McCluskey/Karen Santos
• Treasurer--Karyn Somski 

5. Board of Directors 2024-2026

• Ellie Bunting
• Janet Gottlieb
• Peggy McCloskey
• Karen Santos
• Karyn Santos
• Judy Haataja
• Debra Groll
• Joanne Semmer
• Betty Simpson
• Jessie Titus 

6. Emeritus Directors

• Fran Santini
• Penny Brown
• Ted Reckwerdt
• Mark McConnell
• Ann Aslop
• Linda Meeder 

Budget for 2024

Room Rental-------$500.00

Displays/Marketing---$3,000

Repairs---$2,500

Insurance--$1,500

Phone--$360.00

Web Hosting--$180.00

Water--$960.00

Shopify--$420.00

Electric--$1200

Printing--$500.00

Postage--$300.00

Office Supplies--$500.00

Total=$11, 920

BY-LAWS OF ESTERO ISLAND HISTORIC SOCIETY, INC.

ARTICLE I

Name of the organization, location

Section 1. The name of the organization shall be the Estero Island Historic Society, thereinafter, EIHS.

Section 2. The organization is incorporated as a non-profit, charitable 501(c) (3) organization under the laws of the State of Florida and the Internal Revenue Service.

Section 3. The principal office of the corporation shall be in Lee County of the State of Florida.

Section 3. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

ARTICLE II

Purpose and Mission

Section 1. The objects and purposes of this corporation are for charitable and educational purposes within the meaning of Section 50l (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States and Federal Revenue Law or successor Statute to the aforenamed provision) and are as follows:

1. To discover and memorialize the history and architecture of the Greater Estero Island area which shall consist of the area defined as the Fort Myers Beach Fire Control District Special Act 27676 (1951), Special Acts Chapter 63-1539 and Special Acts Chapter 73-532 Laws of Florida.

2. To discover, purchase, commission or otherwise procure, publish and in any way preserve writing, newspapers, blueprints, maps, journals and the like which shed light on the history and architecture of the Greater Estero Island Area;

3. To research, discover, procure, purchase, restore and assure the preservation of buildings, land, homes or other articles which may relate to the history and architecture of the Greater Estero Island area;

4. To establish and maintain historic homes, buildings or exhibits and land leased to or owned by the corporation;

5. To hold meetings and other activities for the instruction and information of members and the public;

6. To accept donations of money, real property or other property for the furtherance of any of the above purposes of this organization.

Section 2. The corporation shall have without limitation by the specification herein, the following powers, all of which shall be exercised exclusively in connection with the promotion of carrying out the purposes of the corporation: to undertake, either alone or in conjunction or cooperation with others, any lawful acts and things and engage in any and all lawful activities which may be necessary, useful, suitable or desirable for the furtherance of any or all purposes for which the corporation is organized and to aid or assist other organizations, the activities of which are such as to further any of the purposes of this corporation

Section 3. None of these stated purposes shall be construed as restricting this corporation from all rights and privileges confirmed by the Constitution and laws of the State of Florida with respect to corporations not for profit; nor shall any part of these Articles be construed as a grant of authority beyond the usual powers of such corporations not for profit.

ARTICLE III

Membership, Dues and Categories

Section 1 General Membership. Any individual (family) who is interested in the purposes of this corporation and in historic preservation generally and has paid to the Treasurer of this corporation his, her or their appropriate dues, shall be a member in good standing of this organization.

1. The Board of Directors shall determine each category of membership and the annual dues for each membership.

2. Term of renewal will be one year except for lifetime memberships.

3. If dues are not paid by March 1 of each year, the membership will cease.

Section 2. Membership Meetings

1. The EIHS holds membership meetings during the season (January-April). Business is conducted at the beginning of the meeting followed by a speaker who will talk about some aspect of our state or local history. The annual membership meeting of the corporation shall be held in the month of March each year. The Secretary shall cause to be mailed to every member in good standing at said member's address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting, two (2) weeks before the scheduled meeting.

2. Regular meetings of the corporation shall be held at the call of the President.

3. The presence at any membership meeting of at least five (5) members shall constitute a quorum and shall be necessary to conduct the business of the corporation.

4. A membership roll showing the list of members as of the record date, certified by the Secretary of the corporation, shall be produced at any meeting of members upon the request thereof any member who has given written notice to the corporation that such request will be made at least ten (10) days prior to such meeting. All persons appearing on such a membership roll shall be entitled to vote at the meeting.

Section 3. Special Meetings

1. Special meetings of the corporation may be called by the Directors. The Secretary shall cause a notice of such meeting to be emailed to all members at their email addresses as they appear in the membership roll book at least one week before the scheduled date of such meeting. The notice will also be posted on the EIHS website and Facebook Page. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

2. No other business but that specified in the notice may be transacted at such a special meeting without the unanimous consent of all present at such meeting.

.

Section 4. Action by Members Without a Meeting

1. Whenever members are required to or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote thereon.
2. No proxy voting shall be permitted.

Section 4. Order of Business

1. The order of business at all meetings of members shall be as follows:

Roll Call

Reading of the minutes of the preceding meeting

Reports of committees

Reports of officers

Old and unfinished business

New business

Director Comments

Adjournment

ARTICLE IV

Officers

Section 1. The officers of the organization shall be President, Vice President, Secretary, Treasurer.

1. All officers must be a member of EIHS in good standing.

2. Officers shall be elected for a two-year term at the annual meeting in March.

3. Should an officer resign or no longer be able to serve, the Board shall act as a nominating committee and call for a special election to be held at the next regularly scheduled meeting.

Section 2. Duties of Officers

1. President- The President shall be chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the Board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect, and shall further have the power to appoint such committees of the Board or of the membership as he may deem appropriate or necessary.

2. Vice President-During the absence or disability of the President, the Vice President shall have all the powers and functions of the President.

3. Treasurer-The Treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he/she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation, when countersigned by the President or Vice President; he/she shall also sign the following: all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors; he/she shall at all reasonable times exhibit his books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. The Treasurer shall also present a budget for the coming year.

4. Secretary-The secretary shall keep the minutes of the Board of Directors and also the minutes of the members. He/She shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct; he/she shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to office. He/She shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and terms of their membership.

Section 3–Election of Officers--Officers will be elected by a majority vote at the annual meeting. The nominating committee will present a slate of officers to the membership. If no one else is nominated from the floor, the election will be determined by a show of hands.

1. If there are nominations from the floor and there are two or more people vying for the same position for an individual office, then a secret ballot will be cast at the annual meeting.

2. A ballot will be provided by the secretary and three volunteers from the membership will be designated by the resident to count the ballots.

3. In the event of a tie, the volunteers will call for a re-vote that shall continue until the winner is elected.

4. The vote count shall be announced at the meeting. Officers will be installed at the annual meeting.

Section 4. Removal, Resignation

1. Any officer elected may be removed by the Board with cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

ARTICLE V:

Management of the Corporation–Board of Directors

Section 1. Directors and Officers

The corporation shall be managed by a Board of Directors and officers which shall consist of not less than three (3) officers and no more than twelve (12) directors. Each director shall be at least eighteen (18) years of age and will be elected at the annual meeting.

1. This group is authorized to act on behalf of the membership when urgent matters and/or decisions must be made.

2. The Board of Directors shall meet in October, November, December, January, February, March, April, and May. Meetings may be in person or via Zoom.

3. A quorum requires at least two officers and two board members to be present at the meeting for any official action to be taken.

4. The President will also serve as the chairperson of the Board of Directors.

5. Board members will serve for two years and may be re-elected at the annual meeting.

Section 2. Emeritus Board Members

An emeritus board member is a member who was previously a member of the board but is no longer able to attend the required number of meetings or chair a committee, but is invited to stay on the board in an advisory capacity.

1. This honorary position is offered to a board member who made significant contributions to the organization.

2. Emeritus members are chosen by the Board of Directors for their experience and knowledge in the field.

3. The Board will nominate people who were instrumental in building up EIHS over many years, so they have a wealth of knowledge about its history, culture, and business practices. While they participate in meetings, they are non-voting members.

Section 3. Increase or Decrease in Number of Directors

The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.

Section 4. Newly Created Directorships and Vacancies

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, unless otherwise provided in the Certificate of Incorporation. Vacancies occurring by reason of the removal of director without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of this predecessor.

Section 5. Removal of Directors

Any or all of the directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members. Cause shall include but not be limited to failure to attend three (3) consecutive regular or special meetings of the Board.

Section 6. Resignations

A director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and· the acceptance of the resignation shall not be necessary to make it effective.

Section 7. Action of the Board

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each director present shall have one vote.

Section 8. Place and Time of Board Meetings.

The Board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

Section 9. Regular Annual Meeting

A regular annual meeting of the Board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.

Section 10. Notice of Meetings of the Board, Adjournment

Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the President upon three (3) days notice to each director either personally or by email; special meetings shall be called by the President or by the Secretary in a like manner on written request of two (2) directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment and, unless such time and place are announced at the meeting, shall subsequently be given to the other directors.

Section 11. Executive and Other Committees

The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the Board.

1. The chairperson of each committee shall designate a secretary to keep minutes at the meeting.

2. The committee chair can call a meeting anytime there is business that needs to come before the committee.

3. At least three (3) members must be present to qualify as a quorum.

Section 12. Committees

Finance

• Fundraising
• Financial management
• Budget
•  Fundraising events and activities
• Employee/Contractor oversight

Buildings, Grounds and Museum

• Bylaws
• Board Orientation and Education
• Board Evaluation

Membership Fees and Data 

Governance/Nominating/Membership Fees and Data

• Bylaws
• Board orientation, evaluation, and education
• Membership Fees and Data 

Public Relations and Events

• Communications
• Marketing (printed publications)
•  Website and social media
• Programs
• EIHS Events
• Partnerships

 Visioning, grants, planning

•  Long range planning and visioning
• Grant seeking and writing 

ARTICLE VII: Construction

If there be any conflict between the provisions of the Certificate of Incorporation and these By-laws, the provisions of the Certificate of Incorporation shall govern.

ARTICLE VIII: Amendments

The By-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by the Board of Directors but any By-laws adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any By-laws regulating an impending election of directors adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors the By-laws so adopted, amended or repealed, together with a concise statement of the changes made.