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4. Amendment to Conrad Mansion Museum BylawsSUN XAD MAN SIUN M U 5E U M April 9, 2007r Honorable Mayor Kennedy and Members of the City Council City of Kalispell P.O. Box 1997 Kalispell, MT 59903-1997 Dear Mayor Kennedy and Members of the City Council: The Conrad Mansion Board of Directors, Inc., requests approval of the City Council to amend its bylaws to allow for the appointment of up to three additional board members. The original agreement between the City of Kalispell and Alicia Conrad Campbell, dated December 27, 1974, and the Amended Bylaws of the corporation (dated June 20, 1996) provides for the appointment of the Board and allows for the bylaws to be amended with the consent of the Family Member representative and the City. The current Mansion board, unanimously and including the Family Member Representative, Christopher K. Vick (grandson of Alicia Conrad Campbell), wish to expand the size of our Board from the current number of 9 (4 appointed by the City, 2 by the County, 1 by FVCC, I by University of Montana, and l by the Family), to up to 12 -- the three new board positions being appointed at large by the then -current Board members. The Mansion Board needs to add board member positions to meet the current needs of the Museum, which has changed since the Mansion was originally given to the City and the Board was created. By expanding the board, the Mansion Board will increase its area of influence and have more assistance in fundraising efforts and with Mansion Special events. Therefore, the Board respectfully requests you approve these amendments to the Bylaws of the Conrad Mansion Board of Directors, Inc. The current City -appointed representatives on the Board, who include Fverit Miter, Tia Robbin, Gary Havens, and Mary Munsinger, specifically encourage you to approve these amendments, and welcome you to contact them should you have any questions. Since ly, r Date Daniels Executive Director P.O. Box 1041, KALISPELL, MT 59903 ■ PHONE: 406-755-2166 The Conrad Mansion was built in 189.9 as the home of C.F. Conrad, Montana pioneer, Missouri River trader, freighter, and founder of the city ofKalispell. Restored. to its original elegance, it is placed on the National Historic Register and open to visitors from. May to October. 7 (,, CAN KA L) MAN b1(-)N MUSEUM On this /0 day of March, 20071, I, Christopher K. Vick, am the Family Representative on the Conrad Mansion Directors, Inc. Pursuant to the Agreement between the City of Kalispell and Alicia Conrad Campbell dated December 27, 1974, the terms of that Agreement may only be amended by mutual consent of the Family Member and the City of Kalispell. I hereby consent to the amendment of that agreement only as to the number of members of the Board as set forth in Paragraph 11. Specifically, I consent to the addition of the following language, to be included in the amended bylaws of the corporation in Article III: "In addition to the members described and provided for in the original Agreement with Alicia Conrad Campbell, dated December 27, 1974, effective on the 1" day of April, 2007, the Family Member Representative has agreed to allow up to three members "at large," who shall be appointed for a 4-year term by the current members of the corporation." Dated this I r day of March, 2007 f x � '41f Chrigoph& K. Vick P.O. Box 10411 KALISPELL, MT 59903 ■ PHONE: 406-755-2166 The Conrad Mansion was built in 1895 as the home of C.E. Conrad, Montana pioneer, Missouri River tracer, freighter, and founder of the city of Kalispell. Restored to its original elegance, it is placed on the National Historic Register and open to visitors from. May to October. Amended By -Laws Of Conrad Mansion Directors, Inc. On the 10th day of March, 2007 these By -Laws were adopted. Article 1. Office The principal office of the corporation in the State of Montana shall be located in the City of Kalispell, County of Flathead. The corporation may have such other offices, either within or without the State of Montana as the members may determine or as the affairs of the corporation may require from time to time. Article H. Members The corporation shall have one class of members. Before any person may become a member of this corporation, he/she must be a current appointee, in good standing, of one of the bodies empowered to make appointments to the "Conrad Mansion Directors" pursuant to the agreement between Alicia Conrad Campbell and the City of Kalispell, a municipal corporation, dated December 27, 1974. HiPi" �rnt with Alicia Conrad Campbell, dated December 27, 1974, effective on the 1 oth day of March, 2007, the Family Member Representative has agreed to allow up to three members- "at _large . who shall be appointed for a 4-year term by the fr y H1 t3e the "co fibb. Each member shall be entitled to one vote on any motion put to the members at any meeting of the corporation. Members shall join the Friends of the Conrad Mansion Museum Membership. Individuals or entities who enroll or participate in the Friends of the Conrad Mansion Museum Membership program are not "members" of the corporation, as that term is used in these bylaws. Article ill, Governing Body All corporate powers and the conduct of this corporation shall be executed by and under the authority of the total members of this corporation. Each member shall serve until such time as said member shall die, resign, become incapacitated, or his/her four year term expires or another person is duly appointed. A majority of the members of the corporation shall be necessary to constitute a quorum for the transaction of business and every act or decision done or made by the majority of the members present at a meeting duly held at which a quorum is present shall be regarded as an act of the corporation. Article IV. Meetings The Board of Directors shall meet monthly or at the discretion of the President after advanced notice to the directors. The annual corporate meeting and election will be held the first Wednesday of December of each year or at a time and date chosen by the current President. Regular meetings of the corporation shall be called by written notice to members by the President or Vice -President. The corporation may designate any place, either within or without the State of Montana, as the place of meeting for any annual meeting or any regular meeting called by the corporation. Special meetings of the corporation may be called upon written or oral notice by or at the request of the President or any two members of the corporation. Any meeting whether annual, regular, or special, may be held without notice by the execution of a Waiver of Notice and consent to the holding of such meeting. Article V. Officers The officers of the corporation shall be President, Vice President, Secretary, and Treasurer. Secretary and Treasurer may be held by the same person. The officers of the corporation shall be elected annually by the members of the corporation at the annual meeting held in accordance with the provisions contained in these By -Laws and each shall hold office until he/she shall resign, die, be incapacitated to hold office, or complete a four year term. Any officer may be removed by a majority of the directors at any meeting of the corporation or resign by written notice. President, The President shall be the principal executive officer of the corporation and shall in general supervise all of the business and affairs of the corporation. He/she shall preside at all meetings of the members of the corporation. He/she may sign, with the Secretary, or any other executive officer of the corporation authorized by the corporation, any deeds, bonds, mortgages, contracts, or other instruments which the membership of the corporation has authorized to be executed; and in general he/she shall perform all duties incident 2 to the office of President and such other duties as may be prescribed by the membership of the corporation from time to time. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice -President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the members of the organization. Treasurer. The Treasurer shall have charge and custody of, be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, deposit all such monies under the name of the corporation; and in general perform all the duties incident to the office of Treasurer and such other duties from time to time may be assigned to him/her by the President or by the members of the corporation. He/she shall keep and maintain an accurate account of the properties and business transactions and said books of account shall be kept open at all times for the inspection of any director of the corporation. He/she shall prepare Auditor's report as needed and participate in budget preparation. Secretary. The Secretary shall keep a book of the minutes of the members and distribute minutes to the members after each meeting. He/she shall be custodian of the corporate records and the seal of the corporation. He/she shall keep and maintain an up to -date copy of the Eby -Laws available at each meeting of the corporation and have such other powers and duties as may be prescribed by the members of the corporation or by the President. Article Vl. Tax Exempt Status The purpose or purposes for which the corporation is organized are as follows, Said organization 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, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of '43 propaganda, or otherwise attempting to influence legislation, and the organization 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 this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. Article Vti. Miscellaneous All checks, drafts or other orders of payment of money, notes or other evidence of indebtedness issued in the name of the corporation or payable to it, shall be signed or endorsed by the Treasurer and such other officer as may be designated by the members of the corporation, and in such manner as from time to time may be designated by the members of the corporation. All contracts, agreements, etc., shall be signed by the President and such other officer as the members of the corporation shall designate, and in such a manner as from time to time may be determined by resolution of the corporation. The corporation shall Deep in its office of business for inspection an original or a certified copy of the By --Laws as amended or otherwise altered to date, which shall be open at all times. All members and officers of the corporation shall serve without compensation. The President with the majority of the members approval shall have the power to hire, and/or discharge, the Executive Director if it is deemed necessary to properly operate and maintain the Conrad Mansion or associated activities thereof. Any unbudgeted expenditures of corporation funds in excess of $1000 must first be approved at a meeting of the members. 4 At or before the annual meeting, the Executive Director shall provide the members with a summary report of the activities of the Conrad Mansion for the year and activities for the next year. Article 'Vlll. Amendments These By -Laws may be altered, amended or repealed and new By -Laws may be adopted by a majority of the members of the corporation present at any meeting or special meeting provided that at least three days written notice was given of the intention to alter, amend, appeal, or to adopt new By -Laws at such meeting. Provided further that the members of the corporation execute such waivers and consents as are necessary for the furtherance of the corporation's business. We, the undersigned, being a quorum of the members of Conrad Mansion Directors, Inc. organized under the laws of the State of Montana, hereby assent to the foregoing amended By -Laws and adopt the same as the By -Laws of this corporation. IN WITNESS WHEREOF, we have hereunto subscribed our names. Mark Norley, President Tia Robbin, Vice President Gary Havens, Secretary Event Sliter, T ea urer Chri pher K. ick, Family Representative John Engebretson Rita Fitzsimmons Marls Munsinger 5 AGREEMENT THIS AGREEMENT made and entered into this day of 1974, by and between the CITY of KALISPELL, Montana, a municipal corporation, hereinafter referred to as "CITY". and ALICIA CONRAD CAMPBELL of Missoula, Montana, hereinafter referred to as "MRS. CAMPBELL", W ITNES S E T H; WHEREAS, MRS. CAMPBELL is the owner of the real property described in Exhibit "A" attached hereto and by this reference made a part of this Agreement, and commonly referred to as "THE CONRAD MANSION"- and, WHEREAS, the Conrad Mansion possesses great historical signific- ance to the residents of the City of Kalispell, Flathead County. the11 State of Montana, and the nation, and is one of the few remaining homes that depicts the way of life that existed for one strata of Montana society at the turn of the century; and, i 1 .11 , 0 WHEREAS, the Conrad Mansion is a home of unique beauty and worthy of . preservation for the edification and education of the young people of this nation] and, WHEREAS,.MRS. CAMPBELL has dreamed of establishing the Mansion as a memorial to her parents to pay tribute to their efforts and foresight in converting a raw western settlement into a communitry of physical beauty and cultural advantages far above the normal; and, ` lIEREAS, by a letter of intent dated November 16, 1973, a copy of which is attached hereto as Exhibit "D", MRS. CAMPBELL signified her intention to give said Mansion to the CITY as a memorial to her parents; and thereafter, and in reliance upon such letter of intention, the C�`,`Y did, make certain improvements on said premises and its contents and expend thereon for such purposes the sum of approximately $15,000.00; and V� HEREAS . after continued negotiations, the parties have now agreed upon the terms of such gift for preserving this historical property for the benefit of coming generations, which terms are embody s=d in this Agreement, NOW THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed between the parties as follows: 1. MISS. CAMPBELL hereby agrees to give and donate to the CITY, in memory of her parents, Charles Edward Conrad and Alicia Davennort Conrad, the real property described in Exhibit "A" attached hereto and by this reference made a part of this Agreement, and CITY agrees to accept said gift on the terms and conditions hereinafter set forth. 2. The CITY agrees to take and hold title to said property in the name of the CITY for the public uses and purposes herein stated. 3. The CITY agrees that said -property shall be used only as a public museum and that the repair and restoration, maintenance and operation thereof will be supervised and governed by a board, to be known as "The Conrad Mansion Directors", hereinafter called "BOARD". The members thereof aria to be named and appointed and to operate the Mansion as hereinafter stated. The CITY further agrees.that MRS. CAMPBELL , for the period of her lifetime, may occupy, for -her personal use, an apartment consisting of two (2) rooms, bath and kitchenette, in the northwest corner of the ground floor of the Conrad Mansion. Except for restoration of plaster and floors, which would have to be done in any case, MRS. CAMPBELL shall pay all costs of restoration, renovation and remodeling fox'said apartment, title to which shall vest in the CITY upon the death of MRS . CAM.PBELL . 4. The CITY agrees that it will provide the sum of Thirty -Five Thousand Dollars ($35,000,00), which sum shall be placed in a special fund with the City Treasurer to be disbursed and spent only in the following manner: At such time, and from time to time, as the BOARD shall, by its own efforts, raise money for said museum, the CITY at the reyur!st of the BOARD, shall disburse from said special fund arnounts equal to the amounts raised by the BOARD, all of which City funds and matching monies shall be spent only for capital repairs and improvements to the Mansion, The CITY agrees that if all of said sum has not been used in the taxable year in which it was raised, that it will carry said funds forward to the following taxable year or years for, use for the same purposes and in the same manner. .. 2 5. It is agreed that, after making provision for said sum of Thirty --Five Thousand Dollars ( $ 35, 00o. 40 ) above mentioned, the CITY will have no further obligation for the capital repair and improvements or restoration, maintenance and operation of said property as a museum or in any other use, but that such further repair. Restoration, maintenance and operation shall be the obliga- tion of the BOARD with funding provided by the BOARD, It is further agreed that all donations for the benefit of the Mansion shall be taken in the name of the CITY and placed in a special fund available for use for any and all_purposes of the repair, restoration, main tenanc:e, operation and furnishing of the Mansion. The CITY agrees . that it will disburse such funds for -any and all of such purposes upon the request and direction of the HOARD, which disbursements shall be made within ten days after receipt by the -CITY of written request from the BOARD for/such disbursement. 6. The CITY agrees that any donations, gifts, grants, bequests or endowments from any source which accrue to the mentioned museum project .Ball bo doomed to be funds raised by the 130A140 and shall not r be considered as "City Funds" in the matching funds agreement above. T. The CITY agrees to use said property solely as a public museum. In the event that the Conrad Mansion is destroyed by fire or other natural catastrophe, or future events render it unfeasible to use said property as a museum, or if MRS . CAMPBELL shall fail to give to the CITY tho furniture as herein agreed upon, then the BOARD, with the consent of the CITY, may devote such property to some other public service or use. But if the HOARD and the CITY are unable to agree upon such another use, then all of said property hall be :gold at public auction, or be Bold in a manner approved by the then Judge of Department One of the Eleventh Judicial District of the State of Montana, in and for the County of Flathead, and the { proceeds of such sale, after deducting all costs and the payment of "11 oblig;itions, shall be used for the benefit of the children of F { � the City of Kalispell, by the construction of some permanent recrea-- .. 3 - tional facility dedicated to the memory of Charles Edward Conrad and Alicia Davenport Conrad. 8. MRS. CAMPBELL agrees to give to the CITY for use in the museum the furniture listed on Exhibit "B",.hereto attached and by this reference made a part hereof, upon the express condition that the real property described herein is used for an operational public museum within a period of five (5) years from the date hereof. In the event said property is not operated as a museum within said five (5 ) year period, or ceases to be so operated within fifteen (15 ) years from the date hereof, the personal property described in Exhibit "B" shall revert to MRS. CAMPBELL, her heirs or assigns. 'I ho f' u rn i shings and f urni turn Bha l l be insured by tho CITY in an amount reasonably agreeable with the value thereof. 9. In addition to the property herein described on Exhibit "A", MRS. CAMPBELL owns land directly across Woodland Avenue described on Exhibit "C" hereto attached. If said property is sold, the CITY shall have the first right to purchase said property at the same price and conditions of any bona fide offer. The exercise of this right shall be by written 'notico to MRS. CAMPBELL , or the exocutor or administrator of the estate of MRS, CAMPBELL, within thirty (30) days after the CITY has received written notice of such offer. Within thirty (30) days fallowing notification of MRS. CAMPBELL by the CITY that it intends to purchase the property, MRS. CAMPBELL or the executor or administrator of the estate of MRS. CAMPBELL shall cause to be delivered to the CITY a tit a insurance polciy commitment showing good and merchantable title to sl r i (l property to be crested in MRS. CAMPBELL or the estate of MRS. C M4P1iE' I,L. If said title is merchantable, then MRS, CAMPBELL or her exeCU,1_or or administrator and the CITY shall take such steps as may be nec-tssary to have the sale accomplished or to have the sale approved by thc-- Court in which the estate of MRS, CA14PBELL is being probated. 4 - 1 MRS, CAMPBELL agrees that, if in the opinion of the BOARD and the CITY, it becomes more feasible and convenient to operato the property as a museum under the ownership of Flathead County, Montana, or the State of Montana or the United States, then at the request of the BOARD, the CITY shall transfer title to the whole of said property to Flathead County, or the State of Montana or the united States, as the case may be, but only upon the con- ditior. 1-hat it be operated and disposed of within the terms of this Agreement, 1J.. it is agreed that the museum shall be known as "THE CONRAD MUNNSIC`] HISTORIC SITE" and its restoration and operation will be governed solely by a board of directors consisting of nine persons to be known as "THE CONRAD MANSION DIRECTORS % All board members# except the initial board, shall serve a term of four years from the date of their appointment. Four members of the HOARD shall be appoint tl by the Mayor of the City of Kalispell with the advise and consent of the Kalispell City Council, or, if title to the Mansion is later vested in another entity as provided in Paragraph 10 hereof, them thereafter such other entity shall &point two mombers bf thy: BOARD and the mayor of the City of Xali spell shall thorn f tnr Appoint only two mombo rn to tho BOARD 1 one board momix+r itha l l 11 ;4ppoin tcd by the President of the Flathead Valley Community C011e94.0; one board member shall be appointed by the President of the University of Montana; two board members shall be appointed by the Board of County Commissioners of Flathead County, Montana, In order to stagger the exp,ration dates of the appointments to be made and so that all of the directors' terms will not expire in anyone year, the first term of one of the directors appointed by the CITY. shall expire four years L roan the date of appointment; the first term of one of the director--; appointed by the CITY shall expire three years from the da' tc of ,ppointment; the first term of one of the directors appointed 6y the t:: i `:9Y shall expire two years from the date of appointment; the: fir. -,:'''term of one of the directors appointed by the CITY shall an 5 w expire one year from the date of appointment. The first term of the director appointed by the President of Flathead valley Community College shall expire one year from the date of appointment. The first term of the director appointed by the President of the Univ- ersity of Montana shall expire four years from the date of appoint- ment. The first term of one of the directors appointed by said Board of County Commissioners shall expire -four years from the dato of appointment and the first term of one of the directors appointed by said Board of County Commissioners shall expire one year from the date of appointment. The remaining board member known as "The Family Member" shall be appointed by MRS. CAMPBELL and said Family Member shall serve until replaced by MRS, CAMPBELL or, upon her death, until his death or resignation. Said member, or his personal representative,, after the death of MRS, CAMPBELL, may appoint his own successor Family Member. In'the event MRS. CAMPBELL, or said Family Member, as the case may be, fails to appoint a successor Family Member within six (6) months of his resignation or his death, the Kalispell City Council or entity holding title, shall appoint such Family Memkier. It is further agreed that any blood relative of MRS. CANPBELL may attend meetings of the HOARD at any time as an ex of is i ci o member without vote. 12. Members of the BOARD shall be appointed by the respective appoLnting authorities within sixty (60) days after the date of this Ag r,.� anent and each appointing authority shall be mailed a copy of this Agreement within five (5) days after its execution. Replace- mcnt board members shall be appointed by such respective authorities wi ti,, in sixty (60) days of the death or resignation or expiration of the term of office of a board member., ..6-