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HISTORICAL SOCIETY BYLAWS
ORIGINALLY ADOPTED MAY 20, 1960
(amended May 21, 2005)
2008 No changes ARTICLE I - Name
The name by which they will know this Corporation is the Monson Historical Society
ARTICLE II - Mission Statement
The purposes for which
they form this corporation are as follows: to obtain and preserve historical data
and articles pertaining to the town of Monson, Massachusetts, and to encourage
and develop the pursuit and expression of such interests in all suitable ways.
(Amended May 21, 2005) ARTICLE III - Membership Dues
Membership in the corporation will be contingent upon application and payment
to the Membership Chair of Individual Annual Dues: Adults 18 years or over $10.00,
children under 18 years $5.00, Family Membership covering father mother and children
under 18 years $20.00. Life Membership $500.00. A Corporate Membership of $50
annually. Membership may be terminated by resignation or by failure to pay the
annual dues. Honorary members may be elected at any meeting and will be exempt
from payment of dues.
(Amended April 15, 1961)
(Amended June
18, 1976)
(Amended November 21, 1980)
(Amended May 20, 1995)
(Amended May 31, 1997)
(Amended May 22, 2004) ARTICLE
IV - Annual Meeting
The annual meeting of the corporation will
be held in May at such dates and place, as the Directors will determine. Members
present will constitute a quorum for the transaction of business at any annual
meeting of the Corporation. Other meetings may be held from time to time, their
purpose and date to be determined by the Directors.
(Amended January 15,
1965)
(Amended April 27, 2002)
(Ammended May 22, 2004) ARTICLE
V - Positions of Officers, Board of Directors and Voting Members
The officers of the Corproation will consist of a President, Vice President, Secretary
and Treasurer. There will be a Board of Directors, Board Member(s) Emeritus and
Voting Members appointed by the nominating committee and approved by the voting
members. These individuals will be required to attend all board meetings. Officers,
Board of Directors and Voting Members present will constitute a quorum at any
scheduled meeting.
Amended May 24, 2010
ARTICLE VI
-Nominating Committee
A nominating committee of three members appointed
by the President will present a slate of officers at the annual meeting. Other
nominations may be made from the floor. The Officers elected will hold office
until the next annual meeting or until their successors are chosen by the nominating
committee and approved by the Board of Directors. The nominating committee will
also be responsible for reviewing and making recommendations for bylaw changes
and duties of officers, Board of Directors and voting committee chairpersons.
At the first election of officers following these by-laws there will be elected
by ballot two Directors for a term of one year, two Directors for a term of two
years and two Directors for a term of three years. Thereafter at the annual meeting
of the Corporation two Directors will be elected for a term of three years.
(Amended May 13, 2000).
(Amended May 31, 2003) ARTICLE
VII - Duties of Officers and Membership Chair
The President will
preside at all meetings of the Corporation, and with the Board of Directors will
provide overall leadership in terms of policy and procedure. The Vice President
will assume the duties of the President during the Presidents' absence. The Secretary
will keep an accurate record of meetings for the Corporation and the Board of
Directors. The Membership Chair will maintain an up-to-date membership list. The
Treasurer will receive all monies due the Corporation, maintain an accurate record
of all receipts and disbursements, pay all bills when approved by the president
and the board of directors and report at each regular meeting.
(Amended
May 13, 2000)
ARTICLE VIII -Auditing and Special Committee
Appointments
The President will annually appoint an auditor who will audit
the books and accounts of the Treasurer and report thereon at the annual meeting.
The President will appoint from time to time, committees that are directed by
the Society, or by the Board of Directors. ARTICLE IX - Procedures
for Bylaw Amendments
These by-laws may be amended at any general meeting
of the Monson Historical Society, Inc. upon a vote of two thirds of the members
present. Written notice of the proposed amendment must be given to the membership
at large, at least one month prior to the meeting.
(Amended May 13, 2000)
(Amended May 31, 2003) ARTICLE X - Use or Removal
of Property
Anyone requesting use or removal of any property owned by
the Monson Historical Society must have written authorization from the board of
directors and follow the current written procedures created by the Monson Historical
Society .
(New Article Adopted May 13, 2000)
(Amended May 21, 2005)
ARTICLE XI - Investment Spending
The president
and officers of the Monson Historical Society, Inc. will be responsible for overseeing
any income and no more than a percentage of the income generated will be
spent in any one year. Any spending of the principal must be voted on and approved
with a 3/4 vote of the Board.
(New Article April 27, 2002)
(Amended May 31, 2003)
(Amended May 21, 2005) ARTICLE
XII - Officers Membership
All officers of the Corporation must
be members. Voting privileges will be suspended until dues are brought up to date.
( New Article Adopted April 27, 2002)
ARTICLE
XIII - Conduct of Officers, Board of Directors and Committee Chairpersons
Any member including Officers, Directors and committee Chairpersons may be suspended
or expelled by a 3/4 vote of the entire Board of Directors for any act
or conduct which the Board deems injurious to the interests or hostile to the
objectives of the Monson Historical Society, Inc. A representative of the Board
will give one month's prior notice in writing to the member and will offer an
opportunity for a hearing before the Board if the member so desires.
(New
Article Adopted May 31, 2003)
(Amended May 21, 2005) ARTICLE
XIV - Investment And Property Decisions
Any sale, transfer or assignment
of any stocks, bonds, certificates of deposit, security or any other property
standing in the name of the Monson Historical Society, Inc., as well as the execution
of any evidence of indebtedness, deed, bill of sale, mortgage, discharge of mortgage
or other instrument transferring title to or creating a lien on any property shall
be valid only if an authorization of action or resolution of the Board of Directors
of the Monson Historical Society, Inc. at a meeting duly called and held in accordance
with the bylaws of the Monson Historical Society, Inc. is proposed and approved
by a 3/4 vote of the Board.
(New Article Adopted May 31, 2003)
(Amended
May 21, 2005) Article XV - Fiscal Year
Fiscal Year
The Monson Historical Society, Inc. fiscal year shall run from May 1st of one
year to April 30th of the next year.
(New Article Adopted May 22, 2004)
Article XVI - Board Meeting Procedures
Board Meeting
Procedure The Monson Historical Society, Inc. board meetings shall adhere to Robert's
Rules of Order. A copy of such rules shall be kept at the office of the Monson
Historical Society, Inc. and be made available to any and all Board and Committee
members for review.
(New Article Adopted May 22, 2004) Article
XVII - Indemnification
Every person who is or shall have been a
Board Member of the Corporation and his or her personal representatives shall
be indemnified by the Corporation against all costs and expenses reasonably incurred
or imposed upon him or her in connection with or resulting from any action, suit,
or proceeding to which he or she may be made a party by reason of his or her being
or having been a Board Member of the Corporation or of any subsidiary or affiliate
thereof, except in relation to such matters as to which he or she shall finally
be adjudicated in such action, suit, or proceeding to have acted in bad faith
and to have been liable by reason of willful misconduct or willful negligence
in the performance of his or her duty as Board Member. Costs and expenses of actions
for which this Article provides indemnification shall include among other things,
attorney's fees, damages, and reasonable amounts paid in settlement.
(New
Article Adopted May 22, 2004) Article XVIII - Personal Gain,
Conflicts of Interest and Political Interests
No part of the Monson Historical
Society Inc. assets shall benefit any Board or Committee member. In the event
that any Board or Committee member finds themselves in a situation where they
might gain financially or otherwise from a Board or Committee action, said member
must either excuse themselves from the process or resign from the Board or Committee
until such time that said issue has been addressed. Additionally the Board or
Committee members acting in their roles thereof are expected to avoid public political
activities. All Board and Committee members may run for office or campaign
for candidates as private individuals and, as such, are encouraged to vote for
their candidate of choice.
(New Article Adopted May 22, 2004)
(Amended May 21, 2005) Article XIX - Dissolution
In the
event that the Corporation is dissolved or liquidated, the Board of Directors
shall, after paying or making provisions for the payment of the liabilities of
the corporation, shall dispose of all of the unrestricted assets of the Corporation
exclusively for the purposes of the Corporation in such manner, or to such at
the time qualify as an exempt organization or organizations under Section 501
(c) (3) of the Internal Revenue Code of 2004 (or the corresponding provision of
any future United States Internal Revenue Law), or valid individual claims
as the Board or Directors shall determine. Any such assets not disposed of
shall be disposed of by an appropriate state court of law located in 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, and which are organized and operated exclusively for such purposes.
(New Article Adopted May 22, 2004)
(Amended May 21, 2005) Article
XX -Signing of contracts
Any agreement, contract or legal document entered
into by the Monson Historical Society, Inc. must be signed by two (2) of the three
(3) officers: President, Vice President or Treasurer.
Amended May 24, 2010
Article XXI - Bank Transactions
Added May 24, 2010
Any bank transactions by the Monson Historical Society, Inc. must have two (2)
signatures, one being the Treasurer, the other the President. When the President
is unavailable, the second signature will be that of the vice President. Article
XXII - Bonding
Added May 24, 2010
The President, Vice President and
Treasurer must be bonded. Bonding will protect both the Monson Historical Society,
Inc. and the before mentioned officers. Costs incurred with bonding will be the
responsibility of the Monson Historical Society, Inc. Click
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