Our Purpose

OPS is composed of an ever-expanding membership base, an Executive Committee of elected members, and many volunteers. We hope to add new members so we will be able to grow and expand. We also want to have fun while we are together and working on projects. By developing relationships and friendships, the organization will become even stronger.

a. To encourage, assist, advise, and participate in the identification, preservation, and restoration of significant structures, buildings, districts, objects of local interest, historic charm, distinctive character, and natural endowments of Ocracoke Island.

d. To purchase, accept, hold and administer gifts of money, securities or other property of whatsoever character for the purpose of carrying out its program. e. To carry out any other function related to its overall purposes not otherwise inconsistent with the law. f. To operate exclusively for charitable and educational purposes as referred to in Sections 501(c) (3) of the Internal Revenue Code of 1954 (“the Code”) or the corresponding provisions of any future United States Internal Revenue Law, and further, to operate exclusively for the benefit of, Section 509 (a) (3) (A) of the Code or the corresponding provisions of any future United States Internal Revenue Law, therein generally called “exempt purposes” and g. To encourage and assist local, state, and national legislators to enforce legislation consistent with our purposes.

A member shall be a person who has paid his or her annual dues. Annual dues may be determined at a regular membership meeting. Each member shall be entitled to one vote. No member may be present by proxy, nor may any member vote by proxy.

c. Notice of Membership Meetings. Written or printed notice shall be given to the membership either by posting the notice in a conspicuous location in the Community, or by mail or by personal delivery, or by such combination of these methods, as the secretary shall elect to employ. Such notice will be given not less than (5) days prior to the date of the meeting.

a. The Secretary of the Corporation shall deliver a written ballot, setting forth the proposed action and providing the opportunity, as applicable, to vote for or against each proposed action to each member of the Corporation eligible to vote on the proposed action.

c. The proposed action shall be deemed approved by written ballot when (a) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and (b) the number of votes in favor of the proposed action equals or exceeds the number of votes that would be required by law or these Bylaws to approve the matter at a meeting at which the same total number of votes were cast.

Any action which is required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members who would be entitled to vote upon such action at a meeting and filed with the Secretary of the Corporation to be kept in the corporate minute book, whether done before or after the action so taken. Such consent shall have the same force and effect as a unanimous vote of members. Any member may retract his consent until the last member entitled to vote has signed the appropriate written consent and all consents have been delivered to the Secretary of the Corporation.

The officers of the Ocracoke Preservation Society, Inc. shall be President, Vice-President, Secretary, Treasurer, and Member At Large. These, plus the Trustees, shall comprise the Executive Committee. Although the officers shall not assume their duties until January first, they shall sit with the presiding Officers at all meetings of the Executive Committee from the time of their election until they assume their posts. No officer shall, during his term of office, also hold the position of trustee.

Section 1. TERM. The term of office shall be one year commencing on January first of the year following their election at the last membership meeting of the year. The Executive Committee may, by a majority vote, recommend the removal of any officer of the organization for cause. Such action must be ratified by a majority of the voting members present at a meeting of the membership duly called. Such meeting to take place not less than thirty days after the recommendation. If the membership fails to ratify the action of the Executive Committee, the officer shall be retained. Should the membership ratify the Executive Committee’s decision, the membership shall elect an officer to fill the vacancy at that meeting.

Section 3. DUTIES OF THE PRESIDENT. The President shall preside at all meetings of the general membership and the Executive Committee and will only vote on motions if there is a tie vote. The immediate Past President shall be an ex-officio, nonvoting member of all committees.

Section 4. DUTIES OF THE VICE PRESIDENT. The Vice President shall assist the President and preside at meetings in his absence. The Vice President shall act as Publicity Chairman, in charge of promoting the activities of the organization. The Vice President shall also act as Education Chairman, coordinating activities of the organization with federal, state and other organizations of similar purpose. As Education Chairman, the Vice President shall plan or coordinate programs related to preservation educational workshops.

Section 5. DUTIES OF THE SECRETARY. The Secretary shall give proper notice of meetings and have custody of all books, records, and papers, except as shall be in charge of some other person authorized by the Executive Committee. The Secretary shall handle correspondence as requested. The Secretary shall make, or cause to be made, a record of all meetings of the membership, the Executive Committee and of any committees that have the authority of the Executive Committee.

Section 6. DUTIES OF THE TREASURER. The Treasurer shall keep a detailed account of receipts and disbursements and shall report these at each meeting of the membership and of the Executive Committee and shall hold all reports in a permanent file. The Treasurer’s records shall at all times be subject to inspection by any member of the organization. The Treasurer shall be bonded as deemed appropriate by the Executive Committee. The Treasurer’s records shall be independently audited, if the Executive Committee or a majority of the General Membership, at a General Membership meeting, determines the results of the Federal Tax Form 990 indicate further review is necessary.

Section 1. TERM. The term of office shall be two (2) years, commencing on January 1st of the year following their election at the last membership meeting of the year. Three (3) trustees will be elected in odd numbered years and two (2) Trustees in even numbered years.

Section 2. DUTIES. Their function shall be to meet with the Officers to discuss and have an equal vote in the ongoing activities of the organization and in determining the acquisition of any real estate or building or non-budgeted expenditure of five hundred dollars ($500.00) or more.

Section 2a. The Trustees shall act as the nominating committee and shall meet sufficiently ahead of the last meeting of the year of the general membership so as to produce a slate of officers and trustees. The slate of officers and trustees shall become a part of the notice of the last meeting of the year of the general membership. The newly elected trustees shall select the Chairman of the Trustees.

In the event of dissolution of the Ocracoke Preservation Society, Inc. all assets remaining after the liabilities and obligations have been discharged or adequate provisions made for them, shall be distributed to an appropriate charitable organization under Section 501 (c) (3) and Section 170 (c) of the code or the corresponding provision of any future United States Internal Revenue Law chosen by the voting membership of the organization by majority vote at a meeting duly called.

Section 1. INDEMNIFICATION FOR EXPENSES AND LIABILITIES. a. Any person who at any time serves or has served: (1) as a trustee, director, officer, employee, volunteer or agent of the Corporation, (2) at the request of the Corporation as a director, officer, partner, trustee, employee, volunteer or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or (3) at the request of the Corporation as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent from time to time permitted by law against Liability and Expenses in any Proceeding (including without limitation a Proceeding brought by or on behalf of the Corporation itself) arising out of his status as such or activities in any of the foregoing capacities or results from him being called as a witness at a time when he has not been made a named defendant or respondent to any Proceeding.

b. The Executive Committee of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this provision, including, without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

c. Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the rights provided for herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from this provision.

Section 2. ADVANCE PAYMENT OF EXPENSES. The Corporation shall (after receipt by the Corporation of a written agreement by or on behalf of the trustee, director, officer, employee, volunteer or agent involved to repay the Expenses described herein if it shall ultimately be determined by the Corporation that he should not be indemnified by the Corporation against such Expenses) pay Expenses incurred by such Trustee, director, officer, employee, volunteer or agent in defending a Proceeding or appearing as a witness at a time when he has not been named as a defendant or a respondent with respect thereto in advance of the final disposition of such Proceeding.

Section 3. INSURANCE. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a trustee, director, officer, employee, volunteer or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, volunteer or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Section 4. DEFINITIONS. The following terms as used in this Article shall have the following meanings. “Proceeding” means any threatened, pending or completed action, suit, or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit, or proceeding), whether civil, criminal, administrative, investigative or arbitrative and whether formal or informal. “Expenses” means expenses of every kind, including counsel fees. “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), reasonable expenses incurred with respect to a Proceeding and all reasonable expenses incurred in enforcing the indemnification rights provided herein. “director,” “officer,” “employee”, “volunteer” and “agent” include the estate or personal representative of a director, officer, employee, volunteer or agent. “Corporation” shall include any domestic or foreign predecessor of this Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

Amendments may be made to these by-laws by a majority vote of the membership present at a general membership meeting or a special meeting with written or printed notice given to the entire membership, not less than fourteen (14) nor more than thirty (30) days preceding the meeting in which the proposed amendment is stated and notice given that it is to be submitted to the membership for approval at that meeting.