American Local History Network
Date Adopted: 6 February 2012
ARTICLE 1 - NAME OF CORPORATION:
The name of this organization shall be the American Local History Network, Inc., hereinafter referred to as "ALHN".
ARTICLE II - PURPOSE
The purpose of ALHN is to serve as a hub of a network of freely-accessible, independent historical and genealogical web sites maintained by volunteer members.
ARTICLE III - NON-PROFIT STATUS
Section 1 - The Corporation is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the Idaho Nonprofit Corporation Act for charitable purposes.� Such purposes for which the corporation is organized are exclusively charitable and are for making freely available on the Internet to preserve, promote, gather, transcribe and study historical data for public research and educational needs.
Section 2 - The Corporation shall not carry on any activities not permitted under Title 30, Chapter 3 of the Idaho Nonprofit Corporation Act hereinafter referred to as "nonprofit act".
ARTICLE IV - MEMBERSHIP:
Section 1 - All individuals maintaining a website within the ALHN shall be eligible for Associate Membership.
Section 2 - The ALHN has defined three classes of Members; they are Associate Member, Voting Member and Emeritus Member.
Section 3 - Associate Member - Any coordinator of an independent website that the ALHN does not directly interact with are eligible for Associate Members status when their name, contact information and website(s) URL(s) are submitted to the Membership Coordinator by their State Coordinator and/or Topic Coordinator and recorded on the Membership List. Once they have been approved for Associate membership by the Board of Directors, they will then be subscribed to the ALHN mailing list. Individuals eligible for Associate Member status include County/Parish Coordinators, Town Coordinators, sub-Topic Coordinators, etc.� These members have no voting privileges.
An Associate Member shall become a Voting Member when they have applied for membership, complied with all other By-Laws and Standing Rules provisions regarding membership, have been approved by the Board of Directors and any other requirements of section 4.
Section 4 - Voting Member - Any Site Manager of an independent website that the ALHN directly interacts with are eligible for Voting Member status when they apply for membership, have complied with all other By-Laws and Standing Rules regarding membership and have been approved by the Board of Directors. All Voting Members shall be subscribed to the ALHN Membership Voting List. Individuals eligible for Voting Member status include Associate Members, State Coordinators, Emeritus Members and Topic Coordinators. These individuals will have full voting privileges and those privileges shall be composed of one (1) vote.
Section 5 - Emeritus Member - This classification of members is strictly for former members with a standing membership of five (5) or more years of volunteer service to ALHN who can no longer volunteer within ALHN. Emeritus membership shall denote status for outstanding volunteer service within this organization and/or key individuals who moved this organization to new heights by their leadership and volunteer efforts.
Emeritus members will have voting privileges upon request to the Membership Coordinator and Board of Directors and as defined in section 4. If any emeritus member should rejoin ALHN as an active member, emeritus privileges are revoked and that person becomes an associate member with option of becoming a voting member.
Section 6 -.No individual shall be approved for Voting Member status within 96 hours of the start of or during a Membership Vote. The membership application will be held until the Membership Vote period has expired.
Section 7 - All members are required to comply with the ALHN By-Laws and Standing Rules.
Section 8 - Resignation - An Associate Member or Voting Member may resign at any time by notifying the Membership Coordinator. In the case of an Associate Member they shall also notify the State or Topic Coordinator to which their website is affiliated with. The resignation will be effective on the date specified by the member.
The ALHN claims no ownership of any website hosted by a member unless the website was created by and for the use of the ALHN as a legacy web site. A member who resigns may choose to donate their website to the ALHN or to the State or Topic Coordinator where it shall remain indefinitely as an ALHN legacy web site.�
A member who resigns from the ALHN but continues to maintain their website shall remove all ALHN graphical images and references that the website is affiliated with the ALHN.
Section 9 - Member Abandoned Websites - The ALHN maintains discretionary powers to decide if an ALHN affiliated web site has been abandoned by a member for any reason. Members of websites declared abandoned by the ALHN may have their membership terminated in accordance with Section 9 of this Article.
The ALHN shall consider a site abandoned if there have been no updates to the site in 12 months and after reasonable attempts to contact the member of the web site. The ALHN Board of Directors may act as it deems necessary to protect the data on said website for future use.
Section 10 - Termination of Membership - Membership may only be terminated by the ALHN for cause. Reason for termination include but are not limited to:
a) Failure to comply with By-laws or Standing Rules
b) Members whose website links to racist, obscene, or sites which are intentionally offensive, or promote points of view which tend to stir debate or controversy among significant parts of society and which do not promote the purposes of the ALHN.
c) Members who have abandoned their website:
Members will be given no less than thirty (30) day written notification that their membership is pending termination. The member will be given written notification for the reason for their termination. The notification will be sent to last known e-mail address to the member. In the case that the e-mail address is no longer valid then the written notification will be sent by first-class certified mail to the last known mailing address.
Members will be given an opportunity no less than twenty-one (21) days prior to termination to provide an answer to the reason(s) for termination. The termination will be suspended during the period that the member is working with the ALHN to resolve the issues that resulted in the termination notice.
Any proceeding challenging the termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the termination and said challenge shall be heard by the standing Board of Directors.
ARTICLE V - MEMBERSHIP MEETINGS:
Section 1 - Annual Membership Meeting.� The Board of Directors shall schedule and conduct an Annual Membership Meeting during the month of January.� The President and Treasurer shall present report on the activities and financial status of the ALHN.� The meeting may be conducted in any manner that encourages the largest number of members to attend.� A meeting notice shall be sent to the members 2 weeks prior to the scheduled Annual Membership Meeting.
Section 2 - Membership Meetings.� The Board of Directors may schedule and conduct Membership Meetings in order to conduct business as required by the non-profit law or by-laws.� Meetings may be conducted in any manner that encourages the largest number of members to attend.� A meeting notice shall be sent to the members 2 weeks prior to the scheduled Membership Meeting.
Section 3 - Quorum - A quorum shall be ten percent (10%) of the votes entitled to be cast.� Unless one-third (1/3) or more of the voting power is present the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
ARTICLE VI - BOARD OF DIRECTORS AND OFFICERS
Section 1 - Powers - Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.�� The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board, without prejudice to the Board's general powers but subject to the same limitations.
It is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
a)� To select and remove all the other officers, agents, and employees of the corporation, prescribe qualifications, powers, and duties for them as may not be inconsistent with the non-profit act, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service.
b)� To conduct, manage, and control the affairs and activities of the corporation and to make such rules and regulations therefore not inconsistent with the non-profit act, the Articles, or these Bylaws, as they may deem best.
c)� To adopt, make, and use a corporate seal and to alter its form from time to time as the Board may deem best.
d)� To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities for debt.
e)� To seek and apply for grants pertaining to historical research and to schedule fund raising events for such research, to compensate internet service providers for services, graphics design, educational initiatives, scholarships.
f)� And other purposes that may be approved by the board of directors from time to time.
g)� The Board of Directors shall have the authority to appoint a web manager for the ALHN national level web site if it so chooses.� This shall be an appointed position. Login information for the ALHN national level web site shall be held by two members of the Board of Directors and/or the appointed web site manager.
Section 2 - Number of Board of Directors - The number of members shall be seven (7).� A quorum of four (4) shall constitute a majority.�
Section 3 - The Board of Directors shall be elected for two year terms.��� This Board of Directors shall elect from its membership the following officers.� President, Vice President, Secretary, Treasurer and Membership Coordinator and such other officers as may be elected or appointed at their first meeting after any given election.
Section 4 -� Election - Each Director shall hold office until his or her resignation, removal, or other disqualification from service, or until his or her respective successor shall be elected.�� All Directors will serve for two-year terms with no limit as to the number of terms whether consecutive or otherwise.�
Section 5 - Each elected Board of Directors member is required to submit a sworn Oath of Office as outlined in the Standard Rules for Board of Directors.
Section 6 -� Removal, Resignation or Vacancies - Any officer may be removed, with cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.�� No officer may be removed without cause, except upon a two-thirds majority vote by the Board.�
Subject to the provisions of non-profit act any Director may resign at any time by giving written notice to the corporation addressed and sent to other Board members.�� An director's resignation shall take effect at the date notice of resignation is received by the addressee's or at any later time specified in the resignation and unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective.
If the resignation is effective at a future time, a successor may be selected before that time, to take office when the resignation becomes effective.
Section 7 - Rights of Inspection - Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation of which such person is a director
Section 8 - Committees - The Board may appoint one or more committees, each consisting of one or more directors.�� The Board shall have the power to prescribe the manner in which proceedings of any of these committees shall be conducted.�� In the absence of prescription by the Board, a committee shall have the power to prescribe the manner in which its proceedings shall be conducted.�� Unless the Board or a committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions applicable to meetings and actions of the Board.�� Minutes shall be kept of each meeting of each committee.
Section 9 -�� Fees and Compensation - Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.
Section 10 - Minutes of all routine Board and Committee Meetings shall be made available to the voting membership upon request or published on ALHN web page
Section 11 - Duties of Officers
a)� Duties of the President:
The President shall conduct meetings of the Board of Directors.� The President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation.�� In the absence of the Chairman of the Board, or if there is none, the President shall preside at all meetings of the Board.� The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as prescribed by the Board.
The President is required to complete the yearly non-profit corporation status forms for the State of Idaho.
b)� Duties of the Vice President�
In the absence of, or in case of the disability of, the President, the Vice President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.�� The Vice Presidents shall have other powers and perform other duties as prescribed for them respectively by the Board.
c)� Duties of the Secretary
The Secretary shall keep or cause to be kept, at the principal office or other place ordered by the Board, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given of the meeting, the names of those present at Board and committee meetings, and the proceedings of the meetings.
The Secretary shall keep, or cause to be kept, at the principal office in the State of Idaho the original or a copy of the corporation's Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees of the Board required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have other powers and perform such other duties as prescribed by the Board.
d)� Duties of the Treasurer
The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation.�� The books of account shall at all times be open to inspection by any director. The Treasurer shall abide by the standing rules for said office.
The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with depositories designated by the Board.�� The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have other powers and perform other duties as prescribed by the Board and according to normal and usual accounting measures.
e)� Duties of the Membership Coordinator
The Membership Coordinator shall be responsible for creating and maintaining a current membership list of contact information for Board Members, Associate and Voting Members.� Said Coordinator shall be sworn to hold all information strictly confidential to everyone other than the Board of Directors.� Upon election of new officers the current Membership Coordinator shall forward all information to new Membership Coordinator and expressly forbidden to maintain said list for any purpose.� Copy of said list shall also be in the possession of the Board of Directors President with semi-annual updates.� Membership Coordinator shall report a listing of all new members to the Board of Directors at each meeting.�
Section 12 - Web Page Editors - �The Web Page editors shall be selected by and served at the discretion of the Board of Directors and shall operate in accordance with the said Board of Directors standing rules.
ARTICLE VII - BOARD OF DIRECTOR ELECTIONS
Section 1 - Elections of Board of Directors shall occur on a biennial basis.� Nominations for same beginning on or about 1 January with nomination period being open for 14 days or 1 January thru 14 January.� Nominations will be sent to the election committee who will verify the nomination and eligibility of the nominee to serve.� Each nominee shall accept or decline any nomination no later than forty-eight (48) hours after the end of the nomination period.� Election period will begin 18 January and end 31 January.� A non-reply to a nomination shall be considered as a refusal to serve.� Nominees shall be current voting members.
Section 2 - An election committee of four (4) shall be established. �This committee shall consist of two Board of Directors members and two voting members.� This committee shall oversee all elections.� In the case that any of this committee is nominated for the Board of Directors in any given election period and has accepted said nomination this person shall be immediately replaced by either another Board member or voting member.
ARTICLE VIII - BOARD OF DIRECTOR MEETINGS:
Section 1 - Regular Meetings - Regular monthly meetings of the Board shall be established with the calendar of those meetings posted to the corporation's Web Page.� No advance notice to the membership shall be required for a Regular Meeting of the Board.�
Section 2 - Special Meetings - Special meetings of the Board for any purpose or purposes may be called at any time by any two or more members of the Board of Directors or by the President.� Special meetings of the Board shall be held upon 72 hours notice to all members via the Board Internet mailing list.�� Any such notice shall be delivered to each director.� A quorum shall be present at each meeting.�� Meeting minutes shall be made available upon demand to any member of ALHN.
Section 3 - Minutes of all routine Board and Committee Meetings shall be made available to the voting membership upon request or published on ALHN web page.
Section 4 - Quorum - Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Articles, except as provided in the next sentence.� A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 5 - Participation in Meetings by Conference Telephone - Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment including email lists or Internet conferencing, so long as all members participating in the meeting can hear one another or see the messages presented to all participants.
Section 6 - Waiver of Notice - Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, before or at its commencement, the lack of notice to that director.�� Attendance to Board meeting constitutes a waiver of notice.�� All waivers, consents, and approvals as to a director's meeting shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 7 - Adjournment - A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.�� Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned, except as provided in the next sentence.�� If the meeting is adjourned for more than 26 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 8 - Action Without Meeting - Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of all members of the Board shall individually or collectively consent in writing to the action.�� The consent or consents shall have the same effect as a vote of the Board and shall be filed with the minutes of the proceedings of the Board.
ARTICLE IX - FINANCIAL MANAGEMENT
Financial management of any funds designated as belonging to or donated to ALHN shall follow standard accounting procedures as outlined in Standing Rules.
ARTICLE X - INDEMNIFICATION
Section 1 - Definitions - For the purposes of this Article , "agent" means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of that predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this Article.
Section 2 - Indemnification in Actions by Third Parties - The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under the non-profit act, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that that person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with that proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful.�� The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.
Section 3 - Indemnification in Actions by or in the Right of the Corporation - �The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under the non-profit act, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if the person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Section 4 - Indemnification Against Expenses - To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5 - Required Determinations - Except as provided in Section 4 of this Article any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article by:
A majority vote of a quorum consisting of directors who are not parties to the proceeding; or
The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by the corporation.
Section 6 - Advance of Expenses - Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this
Section 7 - Other Indemnification - No provision made by the corporation to indemnify its or its subsidiary' directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article.�� Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.
Section 8 - Forms of Indemnification Not Permitted - No indemnification or advance shall be made under this Article, except as provided in Section 4 or 5(b), in any circumstances in which it appears:
That it would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9 - Insurance - The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against liability under the provisions of this Article, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation the non-profit act.
ARTICLE XI.�� EMERGENCY PROVISIONS
Section 1 - General - The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Section.�� These provisions in that event shall override all other Bylaws of the corporation in conflict with any provisions of this Section, and shall remain operative as long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to these provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Section.
Section 2 - Unavailable Directors - All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or whose whereabouts are unknown shall automatically cease to be directors, with the same effect as if they had resigned as directors, so long as their unavailability continues.
Section 3 - Authorized Number of Directors - The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 in this Article.
Section 4 - Quorum - The number of directors necessary to constitute a quorum shall be the number bearing the same proportional relationship to the number of directors remaining pursuant to Section 2 as the quorum established in Article VI, Section 2 bears to the authorized number of directors set forth in Article VI, Section 2.
Section 5 - Directors Becoming Available - Any person who has ceased to be a director pursuant to the provisions of Section 2 in this Article and who thereafter becomes available to serve as a director shall automatically resume performing the duties and exercising the powers of a director unless the term of office of that person has expired in accordance with its original terms and a successor has been selected and qualified.
ARTICLE XII - AMENDMENTS, DISSOLUTION, RULES OF ORDER
Section 1 - Amendments - These Bylaws may be amended or repealed by a majority vote of the Board of Directors and a majority of votes cast in a regular or special meeting by the voting membership.
Section 2 - Dissolution - This corporation may be dissolved by two-thirds (2/3) of the votes cast or a majority of the voting members, whichever is less and a majority vote of the Board of Directors.
Section 3 - Rules of Order - The most current version of "Robert's Rules of Order" shall govern the ALHN in all cases to which they are applicable, and in which they are not inconsistent with these bylaws or the Standing Rules of the corporation.
ARTICLE XII - OTHER PROVISIONS
Section 1 - The organization shall maintain an email mailing list for the discussion of issues of concern, including but not limited to an email mailing list for committees or subcommittees.
Section 2 - Endorsement of Documents; Contracts - �Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by any one of the Chairman of the Board, the President, or any Vice President and by any one of the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.� Any such instruments may be signed by any other person or persons, and in the manner, time to time determined by the Board.�� Unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
Section 3 - Construction and Definitions - Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in non-profit act shall govern the construction of these Bylaws.
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