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HomeMy WebLinkAboutRes 2020-08-783 Agreement with Anna Area Historical Preservation Society for the Operation of a Local History MuseumA RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A FACILTY USE AGREEMENT BETWEEN THE CITY OF ANNA ("CITY") AND ANNA AREA HISTORICAL PRESERVATION SOCIETY ("AAHPS") FOR THE OPERATION OF A LOCAL HISTORY MUSEUM IN ANNA'S HISTORIC TRAIN DEPOT, WHEREAS, Anna's historic train depot was built by the Houston and Texas Central Railroad in 1885 and served Anna and surrounding communities for many years; and WHEREAS, it was abandoned by the railroad then moved off property in the early 1960's; and WHEREAS, AAHPS was founded in February 2004 with the stated goal to "rescue, relocate and restore" Anna's Historic Train Depot; and WHEREAS, the depot was rescued by AAHPS and moved to a temporary location in 2007; and WHEREAS, AAHPS had the depot moved into Sherley Heritage Park on May 8, 2018; and WHEREAS, the City of Anna and AAHPS worked together to restore Anna's historic train depot to its original condition to preserve its heritage for future generations; and WHEREAS, the City of Anna and AAHPS desire to enter into a Facilities Use Agreement for the establishment and operation of a local history museum in Anna's historic train depot; and WHEREAS, the Museum name shall be Anna Depot and Museum. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval The City Council hereby approves the Facility Use Agreement between the City of Anna and Anna Area Historical Preservation Society and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 25th day of August 2020. Mayor Nate Pike ATTEST: City Secretary Carrie L� c� Facilities Use Agreement Between The City of Anna, Texas And Anna Area Historical Preservation Society This Facilities Use Agreement (this "Agreement") is entered into by and between the City of Anna, Texas (hereinafter referred to as "City') and Anna Area Historical Preservation Society (hereinafter referred to as "AAHPS") to be effective on the day of August, 2020. Collectively the City and AAHPS are referred to as the "Parties". Introduction and Background: Anna's Historic Train Depot was built by the Houston and Texas Central Railroad in 1885 and served the surrounding community for many years. It was abandoned by the railroad then moved off property in the early 1960s. In the late 1990s, the depot was in jeopardy of being destroyed by development and many Anna residents attempted to get City leaders interested in preservation of the depot. The Anna Area Historical Preservation Society was founded in February 2004 with a stated goal to "rescue, relocate and restore" Anna's Historic Train Depot. The depot was rescued by AAHPS and moved to a temporary location in 2007. In November 2017, the City designated Sherley Heritage Parl< to be the permanent location for Anna's Historic Train Depot and AAHPS had the depot moved into Sherley Heritage Park on May 8, 2018. The Parties have since worked together to restore Anna's Historic Train Depot to its original condition in order to preserve its heritage for future generations. The Parties want to formalize the relationship between the City and AAHPS by setting forth a series of mutual expectations. The Collin County Historical Commission has awarded AAHPS a grant to assist with modifications of the Train Depot to enable upgrades consistent with the Americans with Disabilities Act. The grant -related upgrades are anticipated to occur within the 2020 calendar year. Therefore, AAHPS will establish and operate a local history museum in Anna's Historic Train Depot for our Anna area neighbors and the general public, named the "Anna Depot and Museum." Inconsideration of the mutual covenants, promises and commitments herein, the Parties agree as follows: Objective Collect, preserve, display, exhibit and promote the history of Anna and surrounding area through the operation of the Anna Depot and Museum. The Anna Depot and Museum may be temporarily closed to the public when necessary for cleanings, remodeling and maintenance or for administrative tasks that cannot reasonably be conducted when the public may be present. Facilities Use Agreement Page 1 of 7 Buildings & Grounds The Anna Depot and Museum building and the platform beneath it are collectively referenced herein as the "Depot Museum Building." The Depot Museum Building and the real property constituting Sherley Heritage Park grounds are collectively referenced herein as the "Park Grounds." AAHPS acknowledges that the Park Grounds are solely owned by the City and AAHPS does not make any claim to any property interest in the Park Grounds or any part thereof. Personal Property The City acknowledges that the Historic Anna Diorama built by Bert Wetherill, Gil Stricklin's Railroad Chaplains Collection, Chuck Harris Collection of Railroad Telegraphy equipment, and other items of personal property have been and will be donated to AAHPS. It is understood that the personal property inside the Depot Museum Building is owned by or under the control of AAHPS. At all times the City shall have the discretion to determine at any given time which buildings and which items of personal property may be located in or on the Park Grounds. City shall not exercise its discretion in bad faith or in an otherwise arbitrary manner. If the City orders the removal of any item of personal property, AAHPS shall remove same promptly and in any event within thirty days of delivery of written notice specifying which items may be removed. AAHPS Responsibility Except as expressly set forth in this Agreement, AAHPS shall exercise sole operational and supervisory authority over all activities conducted in connection with the operations of the Anna Depot Museum. This includes without limitation the following: personnel, volunteers, displays, exhibits, security, safety and insurance. Except as expressly set forth in this Agreement, at no time shall the City have any control over or supervisory authority over the operations of the Anna Depot and Museum, or other AAHPS activities or its construction or installation of any of improvements or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction, installation or maintenance related to same. The City and AAHPS must reach a separate written agreement authorizing AAHPS to undertake any such construction or installation of any improvements or related work anywhere on the Park Grounds ("AAHPS Construction") before AAHPS may undertake same; provided, however, that the City Manager may approve AAHPS Construction on a case -by -case basis without a separate agreement if AAHPS submits its plans for the construction to the City and the City Manager approves the plans in writing, which such approval may be provided by electronic mail. This Agreement does not create a joint enterprise or venture between the City and AAHPS. Nothing in this Agreement prevents the City from undertaking construction or installing any improvements or related work on the Park Grounds provided that any such undertaking shall not unreasonably interfere with AAHPS operations of the Anna Depot Museum or its rights and obligations as set forth in this Agreement. AAHPS is responsible for the purchase, exchange, acquisition and proper care of the displays, exhibits and collections of the Anna Depot and Museum. AAHPS is also responsible for any damage that occurs to displays, exhibits and collections in the operation of the Anna Depot and Museum and is responsible for any damage to any structure on the Park Grounds to the extent such damage is caused by AAHPS or its agents, officers, employees or members. AAHPS may place displays and exhibits at the exterior of the Depot Museum Building (e.g., replica historical signage, actual or replica railroad artifacts, train platform furnishings) as appropriate and subject to City approval as set forth herein. facilities Use Agreement Page 2 of 7 City Responsibility The City is responsible for the maintenance and repairs of the Park Grounds, except for damages caused by AAHPS for which AAHPS shall be responsible as set forth herein. The City shall pay the cost of all utilities. Steam Locomotive No. 201 A Steam Locomotive No. 201, 1906 ALCO and Tender is under restoration and will be placed in Sherley Heritage Park for public display purposes. AAHPS acknowledges that the Steam Locomotive No. 201, 1906 ALCO and Tender are solely owned by the City and does not make any claim to any property interest in the Steam Locomotive No. 201, 1906 ALCO and Tender. The City shall have sole supervisory and operational authority over the Steam Locomotive No. 201, 1906 ALCO and Tender and may take any action necessary to ensure the Steam Locomotive No. 201, 1906 ALCO and Tender is safe and remains in good condition. There will betimes that the Steam Locomotive No. 201, 1906 ALCO and Tender will need to betaken off display for examining, inspecting, cleaning, maintenance, upkeep, repairs and other necessary functions. If the Steam Locomotive No. 201, 1906 ALCO and Tender needs to be taken off display for any reason, the City will notify AAHPS ahead of time in writing. There will be times when AAHPS has gatherings, functions and events on the Park Grounds where they would like to ensure the Steam Locomotive No. 201, 1906 ALCO and Tender is on display. If AAHPS needs the Steam Locomotive No. 201, 1906 ALCO and Tender to be on display during certain times of the year, AAHPS will notify the City ahead of time in writing. Right to Approve and Disapprove Displays, Exhibits and Collections Except as expressly set forth in this Agreement, AAHPS, as a 501 (c)(3) tax exempt organization, retains sole responsibility for selection of all displays, exhibits and collections in the museum consistent with their mission as stated in the Articles of Incorporation and By Laws of the AAHPS and, in compliance with local ordinances and state and Federal Law. Museum Name The museum name, "Anna Depot and Museum," was approved by the full membership of the AAHPS and is approved by City. Printed Materials AAHPS agrees to promote and credit the City for its support of AAHPS and Anna Depot and Museum, where appropriate, in publicly disseminated printed materials. Within City's sole discretion and where reasonably practicable, City shall similarly promote and credit AAHPS in publicly disseminated printed materials related to the Anna Depot and Museum. Term The initial term of this Agreement shall extend from the Effective Date until September 30, 2025. This This Agreement shall automatically renew each subsequent year on October 1 of such year (each, a "Renewal Date") unless either party gives written notice of termination to the other party at least 90 days in advance of the upcoming Renewal Date in which event this Agreement shall terminate on such Renewal Date. Operating Policies and Procedures Facilities Use Agreement Page 3 of 7 Before commencing the operation of the Anna Depot and Museum, AAHPS shall submit its operating policies and procedures to the City Manager, or his or her designee. These policies shall be consistent with this Agreement and in compliance with Internal Revenue Code for a 501 (c)(3) organization. Reports AAHPS shall provide an annual report to the City which outlines Anna Depot and Museum's offerings, programs, events, attendance, operations and financial stability. Public Access Except as expressly set forth in this Agreement, AAHPS agrees to open the Anna Depot and Museum to the public on a regularly scheduled basis at reasonable hours. AAHPS agrees to open the Anna Depot and Museum to the public on non-scheduled days with advance request by the City. The City will endeavor to provide for public access to the restrooms at Sherley Heritage Park during hours of operation. The City shall allow AAHPS access to the public restrooms on the Park Grounds. Admission Fees AAHPS shall have the right to establish, collect and retain fees for admission, special exhibits and events. The amount of any fees charged shall be reported to the City. All fees shall be waived as pertains to official City business, community events and other activities organized by the City. Use by the City of Anna The use by the City of the Park Grounds will not be limited except for activities or events that conflict with the AAHPS mission. A representative of AAHPS may be present at all such activities or events unless prohibited by applicable law. City shall make a reasonable attempt to provide timely notice to AAHPS of such activities or events. Right of Entry Except as expressly set forth in this Agreement, the City shall have, with reasonable prior notice to AAHPS, access to all parts of the Depot Museum Building for the purpose of community activities and events and inspection, maintenance and to protect its interest in the premises. Insurance and Indemnity AAHPS shall maintain appropriate insurance coverage for the operation of the Anna Depot and Museum to include: general liability and all-risk property insurance covering AAHPS personal property. AAHPS is a volunteer Not -For -Profit organization and will not have employees. Workers Compensation shall only be required to the extent required by law. A copy of the policy(ies) is (are) to be kept on file in the City Secretary's office. The City is responsible for any and all claims that arise on the Park Grounds that are under City's exclusive control and maintenance. AAHPS INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS HEREBY COVENANT AND AGREE TO RELEASE DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES CONSULTANT FEES AND OTHER COSTS ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF AAHPS INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF THEIR RESPECTIVE EMPLOYEES, VOLUNTEERS CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN AND AGENTS IN CONNECTION WITH ITS MAINTENANCE AND OPERATION OF THE ANNA DEPOT Facilities Use Agreement Page 4 of 7 AND MUSEUM OR THE DEPOT MUSEUM BUILDING OR ANY ACTIVITY OR PRESENCE BY AAHPS (INCLUDING WITHOUT LIMITATION ANY AAHPS VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN AND AGENTS) ON THE PARK GROUNDS; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL EXCEPT AS MODIFIED BELOW INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. AAHPS SHALL NOT HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE AND IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF AAHPS AND THE CITY THE INDEMNITY OBLIGATION OF AAHPS WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE PERCENTAGE OF RESPONSIBILITY OF AAHPS. THE CITY INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS HEREBY COVENANT AND AGREE TO RELEASE DEFEND, HOLD HARMLESS, AND INDEMNIFY AAHPS AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ALL THIRD -PARTY CLAIMS SUITS JUDGMENTS DAMAGES AND DEMANDS (TOGETHER, "CLAIMS") AGAINST AAHPS, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES RELATED EXPENSES EXPERT WITNESS FEES CONSULTANT FEES AND OTHER COSTS ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE CITY INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF THEIR RESPECTIVE EMPLOYEES VOLUNTEERS CONTRACTORS SUBCONTRACTORS MATERIAL MEN AND AGENTS IN CONNECTION WITH ITS MAINTENANCE AND OPERATION IF ANY OF THE DEPOT MUSEUM BUILDING, OR ANY ACTIVITY OR PRESENCE BY THE CITY (INCLUDING WITHOUT LIMITATION ANY CITY VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS) ON THE PARK GROUNDS• AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL EXCEPT AS MODIFIED BELOW INCLUDE CLAIMS EVEN IF CAUSED BY THE CONCURRENT NEGLIGENCE OF AAHPS SUBJECT TO THE TERMS OF THIS SECTION, THE CITY SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY AAHPS AGAINST CLAIMS CAUSED BY THE SOLE NEGLIGENCE OF AAHPS AND IF AAHPS INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE CITY AND AAHPS, THE INDEMNITY OBLIGATION OF THE CITY WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENTTO THE PERCENTAGE OF RESPONSIBILITY OF THE CITY. Notwithstanding any provision of this Agreement, the City and AAHPS, as relates to third parties, do not waive any of their respective immunities from suit or liability or any limitation on claims or damages or any immunities or limitations that apply to their respective officers, agents, servants and employees. This section shall survive the termination of this Agreement. Notices Any notice to either party hereunder must be in writing signed by the party giving it, and shall be deemed given when mailed postage prepaid by the U.S. Postal Service first class, certified or express mail or other overnight mail service, or hand delivered, when addressed as follows: To City: City of Anna 111 N Powell Parkway P.O. Box 776 Anna, TX 7540M776 To AAHPS: Anna Area Historical Preservation Society Facilities Use Agreement Page 5 of 7 P.O. Box 254 101 South Sherley Road Anna, TX 75409-0254 Other addressees) may also be hereafter designated by written notice. All such notices shall be effective only when received by the addressee. Amendment and Termination This Agreement may be amended only in writing signed by an authorized representative of both Parties. This Agreement shall terminate immediately in the event that AAHPS dissolves. In the event AAHPS ceases to exist, all monies and items of value received by or held by AAHPS shall immediately be transferred per AAHPS Articles of Incorporation consistent with federal and state laws and any restrictions as may have been imposed by the donors. Notwithstanding the foregoing or any other provision of this Agreement, AAHPS will provide at least 60 days' notice to the City of its intent to dissolve and the City shall have a first right of refusal to purchase any or all personal property owned by AAHPS at fair market value before AAHPS dissolves unless to do so would violate some of the conditions placed on any of the items by the donor. Entire Agreement This Agreement is the entire agreement of the parties regarding the subject matter hereto. Exhibits The exhibits attached hereto are hereby incorporated by reference. Authority The Parties acknowledge that this Agreement and all of its terms are binding and enforceable. AAHPS represents and warrants to City that the person signing this Agreement has the authority to sign this Agreement on behalf of AAHPS. Invalid Provisions If Mn provision of this Agreement is held not valid, such provision will be deemed to be excised therefrom and the invalidity thereof will not affect any of the other provisions contained herein. Venue Exclusive venue over any litigation related to or arising out of this Agreement or any acts or omissions related to same shall in a court of competent jurisdiction in Collin County, Texas.. Effective Date This Agreement will be effective upon the Effective Date first stated herein. Counterparts Facilities Use Agreement Page 6 of 7 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and the binding agreement of each Party to the terms herein, but all of which together will constitute one and the same instrument. SIGNATURES IN WITNESS WHEREOF, the City of Anna and the authorized representatives) of the Anna Area Historical Preservation Society have executed this Agreement. CITY (Signature C; l��naQer (Title LcC2 (Printed Name) ANNA AREA HISTORICAL PRESERVATION SOCIETY (Signature) (Title) (Print ame) Facilities Use Agreement Page 7 of 7 P17 ANNA AREA HISTORICAL PRESERVATION SOCIETY, INC. ARTICLE � Name Anna Area Historical Preservation Society ARTICLE II Principle Office The Society shall establish and maintain a Principle Office ARTICLE III Organization This is a nonprofit, 5(l1c{3) organization. The period of duration is perpetual. The Society shall be operated as a nonprofit educational corporation under the laws of the State of Texas. No part of the net earnings shall inure to the benefit of any private individual. 0 r"I ARTICLE IV Objectives The Objectives of the Society shall be: Section 1: To encourage the preservation of the historical, cultural, ethnic and artistic places, things, and events in Anna, Texas, and surrounding area. Section 2: To encourage careful and accurate research into the history of Anna, Texas, and surrounding area. Section 3: To provide far the dissemination of knowledge of the heritage of Anna, Texas, and surrounding area. Section 4: To provide a suitable place for collection of all types of objects of art and objects of historical value. 1A repasitaryj. ARTICLE V Membership Section 1: Membership is open to any person who is interested in the preservation of Anna and surrounding area history. Suction 2: A member is defined as one whose dues are current and has not been suspended in accordance with Article XII Section 1 or 2. z F'"1 Section 3: Membership categories and fees shall be set by the Board of Directors. Section 4: The members in all categories will be eligible for full participation in all Society activities and officer positions. ARTICLE Vl Meetings Section .1; General membership meetings shall be held on a monthly basis at a regular, scheduled location. Section Z: Special meetings may be held at the call of the President for � the purpose of Society business that man not be normally conducted at a general membership meeting. Section.3: Executive meetings of the Officers may be held at the calf of the president. Sectidn �#: A general public meeting shalt be held on a biannual basis. Section S: Meeting dates and times shalt be set by the Board of Directors Section 6: At all general membership or special meetings, 50% of the elected officers and 1 % of the membership shall constitute a quorum For the transaction of all business. A quorum for an Executive Committee or Board of Directors meeting shall be 75% of the members. 3 F 1 ARTICLE VII +�4 Officers Section 1: The officers of the Society shall consist of a President, First Vice President, Second Vice President, Secretary, and Treasurer. Section 2: No member may hold multiple offices simultaneously. Section 3: The elected term of office for officers will be two t2j calendar years beginning January ft and ending December 31st. Section 4: An officer will assume office the January after elections. Section 5: Outgoir►g officers shall transfer all papers and ma#erials relating to the office to the incoming officers at the December meeting. ARTICLE Vlll Board of Directors The Board of Directors of the Society Board}shall consist of the Executive Committee, plus the immediate past president. ARTICLE IX Elections Section 1: A iVorninating Committee consisting of at least three {3} members shall be appointed by the President at the September meeting. Section Z: The nominating Committee snail present a slate of candidates to the membership at the October general meeting. Section ,: nnly those members present at the October meeting shall be entitled to vote. A simple majority of voters is required for election. Section 4: If a vacancy occurs in any office except the presidency between elections, the office may be filled by an appointment by the Board of Directors for the balance of the term of office. Section 5: If the office of the President becomes vacant, the First vice President will assume the duties of the office for the duration of the term. ARTICLE X Duties of {3fficers Section 1: President --The president shall: a. Be the Chief Executive Administrative Offlcer of the Society. b. Preside at all meetings. c. Be the official spokesperson of the Society. d. Schedule all meetings as deemed necessary. e. Affix the official signature of the Society to all legal documents. f. Be responsible for appointing all committees and be an ex- officio member of each committee. Section Z: First Vice President —The First Vice President shall: a. Assume the duties of the President in his/her absence or upon hisJher resignation. s F7 b. Serve as liason with appropriate organizations and groups as designated by the board. Section P. Secvnd Vice-Presidenfi--the Second Vice -President shall: a. Schedule speakers and/or guests, arrange programs when appropriate. Section 4: Secretary --the Secretary shall: a. Keep records of all the meetings of the society. b. Provide a monthly report of the meetings to the Society. c. Conduct the regular correspondence of the Society. d. Give all notices of all special meetings. e. Notify members of a change in date or location of meetings. f. Keep a register of the address of each member. Section 5: Treasurer -- the Treasurer shall: a. Be custodian of all fund of the Association. b. Deposit these funds in the name of the Society in an institution in Collin County at the discretion of the Treasurer. c. Pay all of the bills of the Society. d. Maintain financial records showing receipts and expenditures consistent with IRS and other governmental bodies. e. Present a report at the second biannual meeting showing money on hand at the beginning of the year, an itemized list of all receipts and disbursements and the current balance on hand. The report shall also state where funds are located. f. Be custodian of the corporate records and the Seal of the Society. 0 �1 ARTICLE Al Committees Section A: The officers shall serve as the Executive committee. Sectiarr 2: Addi#ional committees may be appointed and dissolved at the discretion of the President of the Society. ARTICLE X11 Suspension or Expuisian Section 3: Any officer may be suspended or expelled from the Sociefiy for any cause deemed sufficient by a two-thirds majority affirmative vote of the members present at any regular meeting or special meeting called for this purpose. No note on suspension or removal may be taken unless at least 15 days notice In writing shalt have been given to the officer of the charges against him/her and of the time and place of the meeting at which such ballot on his/her removal is to be taken. At such meeting that officer shall be given a full hearing. Section 2: Any member may be suspended or expelled from the Society for any cause deemed sufficient by a two-thirds (2/3) majority affirmative vote of the members present at any regular meeting or special meeting called for the purpose. No vote on suspension or removal may be taken unless at least 15 days notice in writing shall have been given to the member of the charges preferred and of the time and place of the meeting at which such ballot on his/her removal a 1 is to be taken. At such meeting, the member being charged will be accorded a full hearing. Section I Any member or officer suspended or expelled may appeal to the membership of the Society. Such appeal shall be made in writing to the Secretary who will notify the Society President. The President will call a special meeting of the Society or place an agenda item on the next regular meeting for the purpose of acting on the appeal. The Secretary will provide at least 15 days notice in writing to the suspended member or officer, setting the date, time, place, and reason for the special meeting or appeal agenda item at the next regular meeting. At the meeting of the Society, the Secretary will read the original charges and any supporting affidavits/evidence. A Full hearing will be given the accuser and accused. A vote will be taken by ballot o#the members present and a simple majority affirmative vote shall be required to establish any action to be taken. ARTICLE XIII Amendments The Bylaws may be amended, in whole or in part, at any regular general meeting by 75% favorable vote of the Board of Directors, provided the proposed amendments and/or changes have been presented to the membership in writing at least 60 days prior to the voting. ARTICLE XIV Dissolution of the Society Upon the dl=solution of the corporation, the Board shall, after paying or providing for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for charitable, educational, religious or scientific purposed shall at the time qualify as an exempt organization or organizations under section 501c(3) of the Internal Revenue Code 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 principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and V1 operated exclusively for such purposes. ARTICLE XV Authority of Bylaws These Bylaws shall supersede any prior versions of the Society Bylawws in their entirety. ,�ob�rt� Rules Qf t�' r�er. Revised shall be the Parliamentary Authority government the Anna Area Historical Preservation Society. Dated this 29th day of July, 2004. � JAN L. MILLER, PRESIDENT