Articles Of Incorporation And Bylaws

Article I – Name; Duration; Location; Agent

  1.  The name of the organization is Our Story, Inc.
  2. The existence of the organization shall be perpetual
  3. The principal office shall be located at 6075 Bankside Way, Reno, Nevada 89523 Our Story, Inc. may also maintain offices at such other places as the Our Story, Inc. Board of Directors may authorize from time to time
  4. The mailing address shall be P. O. Box 34292, Reno, Nevada 89533
  5. The resident agent of the Foundation is the Chairman of the Board/Executive Director whose post address is 6075 Bankside Way, Reno, Nevada 89523

Article II – Purpose

Our Story, Inc. is organized and established for the following purpose

  1. To collect, preserve, exhibit, interpret, and perpetuate the heritage and culture of those persons of African-American descent and those of other minority heritage whose lives interact with the Truckee Meadows Community and Northern Nevada.
  2. To provide facilities for the safe keeping.
  3. To display objects, artifacts/specimens, media, and manuscripts relating to the heritage and culture of the people named above.
  4. To provide educational opportunities to students and scholars interested in the  study of the heritage and culture of the people named above.
  5. To identify, study, preserve, exhibit, and communicate to the public-at-large the historical and contemporary documents upon which the culture and heritage of  the Northern Nevada Community is based.
  6. Through purchase, loan or exchange with other institutions and individuals to identify, study, preserve, exhibit and communicate the objects, artifacts/specimens, media, and manuscripts relating to their heritage.
  7. To accept gifts, contributions, bequest and grants made to Our Story, Inc. for  the purposes under which Our Story, Inc. was organized.

 Article III – Powers

Our Story, Inc is empowered to:

  1. Purchase, take, receive, take by gift, devise or bequest, or to otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.
  2. To hire employees and consultants and pay them compensation.
  3. Contract in its own name and in deed to do and perform all acts reasonably necessary to accomplish the purpose of Our Story, Inc.
  4. Appoint an advisory board.

 Article IV – Board Of Directors

Section 1 – Number

  1. The management of Our Story, Inc. shall be vested in the Our Story, Inc.  Board  of Directors, hereinafter “Board”, consisting of not more than five (5) members, to  be appointed by the incorporators of Our Story, Inc.
  2. The numbers of directors of Our Story, Inc. may be increased or decreased from  time to time by the amendment in this plan of operation. No decrease in the  number of directors shall have an effect of shortening the term of office of any  incumbent director.

Section 2 – Responsibilities

  1. The Board is responsible for the identification, maintenance and preparation of  an awareness and preservation of minority culture, history and heritage.
  2. The business and affairs of Our Story, Inc shall be managed and controlled by the board of directors who shall:Determine the policies, programs and services for the administration and operation of Our Story, Inc.Accept and document collection accessioned by Our Story, Inc.Assume full direction for funding and fiscal management practices of Our Story, Inc.Select, hire supervise and evaluate staff and consultants

    Receive and act upon all reports of all officers, directors and advisors

  3. In March of every year file an annual report with appropriate jurisdictions detailing the accomplishments, problems, aspirations, financial status, collection status, and other pertinent subject areas of Our Story, Inc. program

Section 3 – Classification And Term Of Office

Members of the Board of Directors shall be divided into three classes: I, II, III

  1. Class I shall consist of two members, of whom one shall be a member of the Northern Nevada minority community, who are interested in the purposes of the Our story, Inc.  Class I members shall have an initial term of one (1) year from their date of appointment.
  2. Class II shall consist of two members, one of whom shall be a member of the Northern Nevada minority community, who are interested in the purposes of Our Story, Inc. Class II members shall have an initial term of two (2) years from their date of appointment.
  3. Class III shall consist of one member, a member of the Northern Nevada minority community, who are interested in the purposes of Our Story, Inc. Class III members shall have an initial term of three (3) years from their date of appointment.
    After the expiration of the initial term, the term of each officer shall be three years from the expiration date of each class as set fourth above, or until their successors are appointed and take office.Members of the board shall be eligible for reappointment for a second consecutive time.

Section 4 – Appointment

Members of the Board of Director shall be appointed by the paid membership of Our Story, Inc.

Section 5 – Resignation

  1. Any board  member of Our Story, Inc. shall resign at any time, either by oral tender of resignation at any duly called meeting of the Board of Directors or by giving written notice thereof to the Secretary of the Board.  Such resignation shall take effect at the time specified, and unless otherwise specified, acceptance of such resignation by the Board shall not be necessary to make it effective. The Secretary of the Board shall immediately (w/in 24 hours) notify the rest of the Board of such resignation.
  2. Any member who fails to attend two-thirds (2/3) of all board members properly noticed in any calendar year shall, unless excused from attendance for just cause, be considered to have resigned his/her membership.  The Board shall be notified and the member reappointment or replacement as set fourth in section 7 of this Article.

Section 6 – Removal

Any of the Board members may be removed after the majority of the Boards recommends such when, in the Boards best recorded judgment, the best interest of Our Story, Inc. shall be served by such removal.

Section 7 – Vacancies

A vacancy occurring on the Board of Directors shall be filled by appointment by the Board. A Director selected to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office.  Should the appointment be for two years or more, the appointee shall only be shall only be able to succeed him/herself for on additional term.
 

Article V – Meeting

Section 1 – Annual Meeting

The annual meeting of the Board of Directors shall be held on the first Saturday of December of every year.
At the annual meeting the Board shall make plans for the ensuing year’s, elect officers and transact such other business as may come before the meeting.

Section 2 – Quarterly Meetings

The Board shall also meet on the second Saturday of (July, October, February) for the purpose of reviewing the preceding three months’ operations, making plans for the following three months, and the transactions of such business as may come before the meeting.
If the day fixed for a regular meeting falls on a legal holiday or is otherwise inconvenient or unsatisfactory in the opinion of the Board of Directors, the Chairman of the Board may fix another date in lieu of the regularly scheduled date.

Section 3 – Special Meetings

Special Meetings of the Board shall be called by the Secretary upon written request of three (3) members of the Board.

Section 4 – Notice Of Meetings

  1. Written notice of the annual and quarter meeting shall be mailed, faxed, emailed or hand delivered to all board members at least ten (10) days prior to the day set for such a meeting.
  2. Written notice of the annual and quarter meeting shall be mailed, faxed, emailed or hand delivered to all board members at least five (5) days prior to the day set for such a meeting.
    The Secretary of the Board shall attend to the serving of all notices.

Section 5 – Quorum

A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 6 – Manner Of Acting

The act of a majority of the directors at a meeting at which a quorum is present shall be the act of the board. Each member of the Board of Directors, including the presiding Chair, shall be entitled to one vote.

Section 7 – Action By Unanimous Written Consent

Any action which may be taken at a meeting may of the Board may be taken without a meeting if a consent in writing, setting fourth the action so taken, shall be signed by all the Board members.  Action by unanimous consent, however, must be initiated by the Chairman of the Board and all signatures of such written consent must be in the hands of the Chairman of the Board with in ten (10) days following initiation of such action.

Section 8 – Presumption Of Assent

A Board member who is present at a meeting of the Board shall be presumed to have assented to any action taken at such meeting, unless his/her dissent shall be entered in the minutes of the minutes, or unless he/she shall file his/her written dissent action with the person acting as secretary of the meeting before the adjournment thereof.  Such right to dissent shall not apply to a Board member who voted in favor of such actions.

Section 9 – Compensation and Expense

Board member may be compensated in the same manner as other boards and committees for expenses incurred in the performance of their duties, subject to funds available and predetermined criteria.

Article VI – Officers And Duties

  1. The principle offers of Our Story, Inc. shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer, and a Public Information Officer, each of whom shall be elected from among the Board members at the annual meeting.
  2. Each officer shall hold office until his/her successor has been duly elected and accepts office or until his/her death or until he/she resigns or shall have been removed in the manner herein provided.
  3. The Chairman of the Board shall preside at the meetings of Our Story, Inc. He/She shall sign, with the Secretary, any instruments which have been authorized by the Board to be executed on behalf of Our Story, Inc., except in cases which the signing and execution thereof shall be expressly delegated by the Board or this document to some other officer or agent of Our Story, Inc. or shall be required by law to be otherwise signed or executed. The Chairmen shall submit a written report of his/her office for the fiscal year just ended in March every year.  The Chairman shall perform all duties incident of the office and other duties as from time to time may be prescribed by the Board.
    In the absence of the Chair or in the event of Chair death or inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman of the Board, and when so acting shall have all the powers and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall perform such other duties as from time to time may be prescribed by the Board.
  4. The Secretary of Our Story, Inc. shall keep or cause to be kept the minutes of the meetings of the Board in books provided for that purpose; see that notices are duly given in accordance with the provisions of this document; be custodian of Our Story, Inc. records and seal, affixing the seal to all documents, the execution of which on behalf of Our Story, Inc. is duly authorized; and in general perform all duties as from time to time may be prescribed by the Board.
  5. Except to the extent the same may be delegated to management, the Treasurer shall have charge and custody of,  and be responsible for, all funds and securities of Our Story, Inc.; receive and give receipts for monies due and payable to Our Story, Inc. from any source whatsoever; deposit all monies in the name of Our Story, Inc. in such depositories that shall be selected by the Board; submit a written report of his/her office for the fiscal year just ended; including an inventory and valuation of all holdings, and perform all duties incident to the office of Treasurer as well as such other duties as from time to time may be prescribed by the Board.

Article VII – Members

The Board of Directors may establish classes of membership in Our Story, Inc. and shall specify the rights and privilege of such classification of membership.

Article VIII – Business And Finance
Section 1 – Investments And Expenditures

No funds of Our Story, Inc. shall be invested or expended without the approval of the Board of Directors with the exertion of those adopted in the annual Plan of Work and Budget.

Section 2 – Fiscal Year

The fiscal year for Our Story, Inc. shall be a calendar year , January through December.

Section 3 – Accounting

A modern accounting system shall be established and installed by a reputable consulting firm in conformity with accounting principles generally accepted in the museums/archive field. The accounting(s) shall insure the availability of information as may be necessary to comply with all applicants’ regulatory requirements and maintain a complex, cross-reference inventory.

Section 4 – Bonding

The Our Story, Inc. Director, and other employees (and/or Board members) determined necessary by the Board, shall be bonded for the purpose and with sureties acceptable to the Board.

Section 5 – Records, Inspection, Audit

  1. The books, records and property of Our Story, Inc., including current financial and operating statements shall be kept on file of Our Story, Inc. and shall be available for inspection at all reasonable times upon written request of the public.
  2. The accounts, inventories and records of Our Story, Inc. shall be audited by an independent certified public accountant at the end of each fiscal year, the results of which shall be included in the reports by the Chairman and the Treasurer.

Section 6 – Property

All property of Our Story, Inc. shall be owned by the non-profit corporation.  Title to tangible personal property shall be taken in the name of Our Story, Inc.

Section 7 – Insurance

Insurance, including liability insurance adequate and sufficient to protect the interest of Our Story, Inc. from losses by fire or other disasters or theft shall be carried on all property.

Section 8 – Indemnification Of Officers, Members and Employees Of The Board

  1. Our Story, Inc. shall indemnify any officer, Board members (past and present), employee in the present as well as the past status or any person who may have served at Board request as an officer, member or employee against reasonable expenses actually and necessarily incurred by his/her connection with the defense of any action, suit or proceeding in which he/she be made a party by way of being, or having been, such officer, member or employee of the Board, except in relation to matters as to preceding to be liable for negligence or misconduct in the performance of duty, or except in relation to matters in which such employee was acting beyond the scope of his/her employment.
  2. Our Story, Inc. shall reimburse any officer, member or employee of the Board, reasonable cost of settlements of any such action, suit or proceeding if it shall be found by a majority of Board, other than members involved in the matter of controversy (whether or not a quorum exist), than it is a matter of best interest for Our Story, Inc. that such settlement be made and that such officer, manager or employee of the Board was not guilty of negligence or misconduct.  Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights which such officer, member or employee of the Board may be entitled to receive.

Section 9 – Policies, Rules And Regulations

The Board shall have the power to make and adopt such policies, rules and regulations, as it may deem advisable for the management, business and affairs of Our Story, Inc.

Section 10 – Dissolution

Should the need or condition arise wherein the Board of Directors vote to disband Our Story, Inc. all collections and properties shall be offered and placed as a special collection within:

  1. State of Nevada Museum system
  2. University of Nevada Library system
  3. State Library System
  4. Appropriate, privately endowed private facility

Placement will be dependent upon the ability to conserve and display holdings, guarantee of public access, and compatibility with collection purpose.