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MONSON 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. Ten members will constitute
a quorum for the transaction of business at any meeting of the Corporation.
(Amended January 15, 1965)
(Amended April 27, 2002)
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.
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