Willsboro Heritage Society
 

BY-LAWS

ADOPTED BY THE BOARD OF DIRECTORS JANUARY 21, 2005

Article I: Name

1.1          The Willsboro Heritage Society, Inc.

1.1a. Located in Willsboro, Essex County, New York.

Article II: Purposes and Objectives

2.1          Study the history of Willsboro and create and maintain interest in it.

2.2          Gather and preserve information, materials and artifacts regarding the area’s history: its people, places and structures.

2.3          Present or make available such information, materials and artifacts in ways, and at times and places, that will stimulate tourism in the area.

2.4          Promote and assist in the preservation of the area’s historical sites and structures, whenever and however possible and practicable.

2.5          Operate and staff a museum that exhibits items of local historic interest.

Article III: Membership

3.1          Membership shall be open to all who support the Society’s stated Purposes and Objectives. 

3.2          Classifications

3.2a. Individual

3.2b. Family

3.2c. Student

3.2d. Non-Profit Organization

3.2e. Business

Article IV: Dues

4.1          Dues shall be determined by the Board of Directors, subject to the approval of the membership, at the Annual Meeting of the Corporation.

4.2          Dues shall be for the August 1 through July 31 fiscal year.

4.3          Only members whose dues for the current fiscal year have been paid in full shall be considered as “members in good standing”.

Article V: Membership Meetings

5.1          Each individual or student member, or group of members, (as designated in Article III) as of the record date set by the Board of Directors, and no earlier than four (4) weeks or later than two (2) weeks prior to the Society’s Annual Meeting, is entitled to one vote at a regular or Annual Meeting.

5.2          Annual Meeting

5.2a. It shall be held at the Society’s headquarters, or another place as designated by the Board of Directors, during the month of July or August.

5.2b. Notice of this meeting must be posted at least five (5) days prior to the meeting in at least three (3) locations with general public access in the Town of Willsboro, and given by mail notification to the membership.

5.2c. The purpose of the meeting shall be to elect members of the Board of Directors, approve the dues established by the Board of Directors, and for such other business as may properly come before the meeting.

5.2d.  A quorum for the Annual Meeting shall be ten percent (10%) of the membership, as of the date of record, at the time of the Annual Meeting.

5.2e. Only members whose annual dues are fully paid for the current year by the date of record are entitled to participate in that vote.  The use of proxies is not permitted.

5.2f. A record of all proceedings, in the form of corporate minutes, which reflects all business conducted, shall be maintained in the Society’s headquarters.

5.3          Regular Meetings

5.3a. The purpose of regular meetings shall be to conduct regular business of the Society, and/or to present a special program.

5.3b. Regular meetings shall be held monthly at the Society’s headquarters.        

5.3.1. The dates of the regular meetings will be established at the Annual Meeting and will be published in the annual Willsboro Heritage Society calendar.

5.3.2. Additional meetings may be held for a specific purpose or program.

5.3.3. Notice of any change in or addition to the regular meeting schedule must be posted in and at least three (3) locations with general public access in the Town of Willsboro, on the local cable network, or by email notification to the membership at least ten (10) days prior to the meeting.

Article VI: Board of Directors

6.1          The governance of the Society shall be vested in the Board of Directors. 

6.2          No Director shall receive compensation for service as a member of the Board of Directors.  Directors may be reimbursed for out-of-pocket expenses incurred in the regular course of their service.

6.3          Role of the Board

6.3a. The Board of Directors shall conduct and manage the affairs of the Society between meetings of the general membership, establish policy and perform such duties as are included in these By-laws, or are assigned by the President, with the Board of Director’s consent.

6.3b. The Board of Directors shall have custody, control and direction of those aspects of the Museum, its collections, property, and other assets that are under its purview.

6.3c. The Board of Directors may borrow money and incur indebtedness on behalf of the Society, and cause to be executed and delivered for the Society’s purposes, in the Society’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debts and securities.

6.4          Membership

6.4a. The Board of Directors shall consist of all elected officers (President, Vice-President, Secretary and Treasurer) currently holding office and preferably nine (9) and not more than (twelve) 12 Directors.  In no event shall the Board of Directors number less than three (3).

6.4b. The Town Historian is an ex-oficio, non-voting member of the Board of Directors.  This individual will not be counted in the number of Board members.  He/she will be entitled to receive notices of meetings of the Board of Directors and attend meetings, but not be charged with the duties and responsibilities of a Director.

6.4c. The Board of Directors, by a two-thirds (2/3) vote of all members of the Board, may resolve to increase or decrease the number of Directors, provided that no decrease shall shorten the term of any incumbent Director.

6.5          Qualifications

6.5a. Only full dues paying individual members (or an individual representing a membership group) shall be eligible for election to the Board of Directors.

6.6          Terms and Classes

6.6a. Board members shall be elected for a term of three (3) years and may serve a total of six (6) consecutive years, after which the member shall step down for a period of at least one (1) year.

6.6b. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  After fulfilling a partial term the newly elected trustee may continue to serve two (2) full terms.

6.6c. For the purpose of staggering their terms of office, the Directors shall be divided into three (3) classes, as nearly equal in numbers as may be, and the term of office of one class shall expire each year in regular rotation.

6.7          Nominations and Elections

6.7a. It shall be the duty of the Nominating Committee to present a slate of Directors for nomination for election by the membership at the Annual Meeting of the Corporation.

6.7b. Additional names may be placed into nomination from the floor at the Annual Meeting or written in on individual ballots.

6.7c. Each Director shall be elected by a majority of the voting members present at the Annual Meeting at which a quorum is present.

6.8          Vacancies and Removals

6.8a. The office of any Director shall become vacant on his or her death, resignation, refusal or inability to act, removal from office or expiration of term.

6.8b. If any Director shall fail to attend three (3) consecutive meetings of the Board of Directors he or she may be deemed by the Board to have resigned, whereupon the office of such Director shall become vacant.

6.8c. At any meeting of the Board of Directors duly called, any Director may, by vote of two-thirds (2/3) of the entire Board, be removed from office, with or without cause. This Director may be given the opportunity to respond to the complaints and/or accusations being brought forth by the Board.  Another Director may be elected by the Board to fill the unexpired term of the Director so removed until the next Annual Meeting.

6.8d. In the event of vacancy in any office, other than President, the Nominating Committee shall present to the Board a recommendation of an individual to fill a Board vacancy.  This individual shall be elected by majority vote of the Board at a meeting at which a quorum is present. He/she shall fill such vacancy for the un-expired portion of the term only.  The existence of such vacancy and the recommendation of the Nominating Committee shall be specified in the notice of the meeting at which the election will take place and shall be placed on the agenda of that meeting. 

6.9          Meetings

6.9a. Any regular or special meeting may be held, in whole or in part, by conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another and otherwise participate.

6.9b. The Board may go into Executive Session when confidential matters, such as contracts, negotiations, personnel issues, etc. are being discussed.  Only Board members may be present during an Executive Session of the Board of Directors.

6.9c. Regular Meetings

6.9.1. Regular meetings shall be held at the Society’s headquarters at least six (6) times per year at the call of the Board of Directors. 

6.9.2. Directors shall be sent written notice of the time and place of every regular meeting of the Board of Directors by letter, fax or email at least ten (10) working days before the meeting.

6.9d. Special Meetings

6.9.1. Special meetings may be called by the President, or by written request of three of more directors.

6.9.2. At least three (3) days notice of the meeting shall be given in writing (by letter, fax or email) or by telephone, except in the case of an emergency.  The purpose of the meeting shall be specified in the notice given and shall be the only business of that meeting.

6.9.3. A full record of all proceedings and actions taken by the Board of Directors shall be maintained in the Corporate Minute Book and shall be on file in the Society’s headquarters at all times.  The Board shall permit public access to its records, data and minutes of the Meetings of the Board of Directors. Provided, however, that, to the extent permitted by law, the Board in its discretion reserves the right to withhold from public access records, date, and/or minutes of Executive Sessions, Committee meetings, and/or activities at which confidential information is presented or considered.

6.10        Voting and Quorums

6.10a. In all cases, half (1/2) plus one (1) of the number of Directors then in office shall constitute a quorum for the transaction of business of the Board of Directors. 

6.10b. The use of proxies is not permitted in issues of new substance, but can be used for confirming previously discussed issues.

6.11            Non-Liability of Directors

6.11a. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Article VII: Officers

7.1          Nominations and Elections

a. The Officers of the Society shall be elected by the Board of Directors at the first meeting following the Annual Meeting of the membership.

7.2          Terms

a. Such officers shall serve for one year, and may be re-elected for successive terms, not to exceed a total of six (6) years, in accordance with the term limits set for all Directors.

b. The officers shall hold office until the next Annual Meeting following their election at which time they may be reelected, if they have not exceeded the six (6) year term limit for all members of the Board of Directors.

7.3          Vacancies

7.3a. A vacancy in the office of President shall be filled by the Vice-President unless he/she declines the office, in which event the Board of Directors shall elect a successor for the balance of the unexpired term of office.

7.3b. In the event of a vacancy in any other office, the President, with the consent of the Board of Directors, shall appoint a successor for the balance of the unexpired term of office.

7.4          The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

7.5          President

7.5a. The President shall:

7.5.1. Enforce these by-laws.

7.5.2. Perform all duties incident to the position of President, and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned to him or her from time to time by the Board.

7.5.3. Preside as chairperson at all meetings of the Society and be responsible as general manager for the daily conduct of the affairs of this Society in a manner subject to the direction of the Board and consistent with the policies and directives of the Board, and shall have such other duties as may be prescribed by the Board.

7.5.4. Sign all legal documents on behalf of the organization, except where that signing has been expressly delegated by the Board to another agent of the Society.

7.5.5. Oversee the management, development and protection of its physical and financial resources.

7.5.6. Provide a written report on the past year’s activities at the Annual Meeting.

7.5.7 Be authorized to co-sign checks.

7.6          Vice-President

7.6a. The Vice-President shall:

7.6.1. Assume the duties of the President in the absence, incapacity or resignation of the President.

7.6.2. Be authorized to co-sign checks.

7.6.3. Perform all duties incident to the position of Vice-President, and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned to him or her from time to time by the Board.

7.7          Secretary

7.7a. The Secretary shall:

7.7.1. Certify and keep at the principal office of the Society the original, or a copy, of these by-laws, as amended or otherwise altered from time to time.

7.7.2. Be responsible for overseeing the Society’s records and the Seal of the Society.

7.7.3. Have authority on behalf of, and in the name of the Society, to affix the Seal, sign or countersign all such contracts, notes, obligations, certificates, or other binding legal instruments as shall require the signatures of one or more officers of the Society.

7.7.4. See that the books of the Society, reports, statements and any other document required by State law are properly kept, made, and filed, according to the law.

7.7.5. Prepare and send notices of meetings of the Board of Directors.

7.7.6. Keep at the Society a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of the Board of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.

7.7.7. Be authorized to sign checks.

7.8          Treasurer

                7.8a. The Treasurer shall:

                                7.8.1. Maintain all financial records.

7.8.2. Present a true and complete financial statement to the Board of Directors at each of its regular meetings and make a full report at the Annual Meeting.

7.8.3. Be authorized, on behalf of, and in the name of the Society, to sign or countersign or endorse checks, notes, securities or other instruments of value and indebtedness, and to see that all of the obligations of the Society are paid as directed by the Board of Directors, and as they fall due.

7.8.4. Assume responsibility for the collection of dues, or other funds received, and for depositing these funds in the appropriate Society bank account.

7.8.5. Keep full, accurate records and accounts of all receipts and disbursements authorized by the Board.

7.8.6. Perform all duties incident to the position of Treasurer, and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned to him or her from time to time by the Board.

7.8.7. Perform such other duties as are assigned by the President, with the consent of the Board of Directors.

7.8b. The Treasurer’s accounts shall be examined annually by an independent auditor who, satisfied that the Treasurer’s annual report is accurate, shall sign a statement of that fact at the end of the report.

7.8c. The Treasurer, Secretary, Vice-President and the President shall be authorized to sign checks and the signatures of any two (2) of these officers shall be required for validity.

VIII:  Board Committees

8.1          There shall be the following standing committees of the Society:

                8.1a. Executive

8.1b. Nominating

8.1c. Finance

8.1d. Buildings and Grounds

8.2          Executive Committee

8.2a. The Executive Committee shall:

                8.2.1. Consist of all officers of the Board of Directors.

8.2.2. Have power to transact all regular business of the Society, subject to the general policies of the Board of Directors and as otherwise authorized by law.

8.2b. The President shall preside at all meetings of the Executive Committee.

8.2c. It is the intention of the Executive Committee to meet at least one (1) week prior to the next regularly scheduled Board meeting, or immediately preceding a Special Board meeting. 

8.2d. A majority of members of the Executive Committee shall be required for transaction of business at any meeting of the Executive Committee. 

8.2e. The Executive Committee shall keep regular minutes of its proceedings, which shall be placed in the Minute Book of the Society.

8.2f. The report of the actions of the Executive Committee shall be made to the Board of Directors at its next regularly scheduled meeting.

8.2g. The Executive Committee may go into Executive Session, when appropriate, and such confidential matters as are discussed shall not be available to the public.

8.3          Nominating Committee

8.3a. Immediately following the Annual Meeting, the Board shall appoint a Nominating Committee consisting of not less than three (3) Directors, one of whom it shall designate as Chairperson.

8.3b. The Nominating Committee shall:

                8.3.1. Convene throughout the year.

                8.3.2. Present a slate of nominees for positions as Directors at the Annual

                Meeting.

8.3.3. Ensure that this slate is included in the notice of the Annual   Meeting at least thirty (30) days prior to the Meeting.

                8.3.4. Present to the Board the name of an individual to fill a vacancy in a

                Director position.

8.3.5. See that if a person being considered for a Director position is not present, the Nominating Committee has his/her consent to serve, if elected, in writing.

8.3.6. Accept additional names that are placed into nomination from the floor at the Annual Meeting.

8.3.7. If there is more than one nominee for any office, see that the vote is taken by secret ballot.

8.4          Finance Committee

8.4 a. The Finance Committee shall be made up of the Treasurer, the President,   and three (3) Directors who are elected by the Board as a whole.  Other Society

members in good standing may be appointed by the President, with the consent

of the Board.

8.4b. The Treasurer shall preside at all meetings of the Finance Committee.

8.4c. The committee shall oversee and be responsible for general supervision of  

the financial affairs of the Society.

8.4d. The Committee shall be responsible for reviewing and making a

recommendation to the Board annually on the proposed operating budget for the

ensuing fiscal year.

8.4e. The Committee shall review all financial issues of major significance to the

Society, shall advise the Board of Directors, thereon, and recommend action,

where appropriate.

8.4f. The Committee shall submit a financial report at each regular meeting of the Board of Directors.

8.4g. The Committee shall have no power to obligate the Society, or to enter into any agreement binding upon the Society, unless authorized by the Board of Directors or the Executive Committee.

8.5                Buildings and Grounds

8.4a. The Chair of the Buildings and Grounds Committee shall be a Director.  

8.4b. Other Society members in good standing may be appointed by the Board.

8.4c. The Buildings and Grounds Committee shall:

8.4.1. Exercise overall responsibility for the physical facilities and grounds of the Society.

8.4.2. Recommend policies for the maintenance, repair, and occupancy of the physical facilities and grounds.

8.4.3. Present to the Board recommendations, for its approval, for repairs and other issues, along with the necessary pertinent information regarding the scope of the work, timetable and costs involved.

8.6                Other committees may be recommended by the President, the Board of Directors, or the general membership.  Society members in good standing may be appointed by the Board.  These committees may include:

8.6a. By-Laws

8.6b. Collections

8.6c. Development

8.6d. Education

8.6e. Membership

8.6f. Program

8.6g. Publications

8.6h. Publicity/Public Relations

8.6i. Research

8.6j. Strategic Planning

8.6k. The chairmanship of these committees shall be designated by the Board of Directors.

IX. Affiliations

9a. The Society may, consistent with its not-for-profit/tax exempt status, affiliate with any other local or national organization upon approval of a majority vote of its dues paid membership at any duly constituted meeting.

X.  Rules of Order

10a. The Society shall conduct business by Roberts Rules of Order.

Article XI: Indemnification

11.1        To the fullest extent of the law(s) of the State of New York applicable at the time a claim is made by or on behalf of a Director or former Director, the Corporation shall indemnify, defend, save and hold harmless the Directors and former Directors of the Corporation, and/or any of them, from and against any and all actions, causes of action, judgments, liabilities, claims, debts and other obligations whatsoever, whether civil or criminal, arising out of and/or in any way related to the claimant Director(’s) (s’) service in any capacity as a Director of the Corporation, or his/her/their service at the request of the Corporation. Provided, however, that such indemnification, defense, saving and holding harmless shall not extend to any action or proceeding by or in the right of the Corporation to procure in its favor a judgment or other form of relief or recovery of loss(es) or damage(s) against the claimant Director or former Director.

Article XII: Dissolution

12.1        The organization may be dissolved by a two-thirds (2/3) vote of the members of the Board of Directors then in office.  On winding up a dissolution of the Corporation, after paying or adequately providing for the debts, obligations and liabilities of the Corporation, the remaining assets of the Corporation shall be distributed, in accordance with applicable provisions of the New York Not-For-Profit Corporation law: (i) to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any future federal tax code; or (ii) to the Federal, State, or local government for exclusive public purposes. Any such assets not so disposed of shall be disposed of by the Supreme Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s) as said Court shall determine which are organized and operated exclusively for public purposes.

Article XIII: Conflict of Interest

13.1        Each Director and Officer of the Society shall disclose in writing to the Board of directors any conflict of interest which he/she believes may arise in connection with his/her service as a Director or Officer of the Society.  No contract or other written transaction between the Society and any other corporation, firm, association, or other entity in which one or more of its Directors or Officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors or Officer or Officers are present at the meeting of the Board or of a committee thereof, which authorizes such contract or transaction, or that their votes are counted for such purposes if the material facts as to such common directorship, officership, financial or other interest are disclosed in good faith or known to the Board of committee, and if the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interest Director or Officer.  No Director or Officer of the Society may vote on matters in which the Director, or Officer, or member of his/her family, or any of his/her business associates, has any financial or other material interest.

XIV: Amendments

14.1        The by-laws Committee may recommend that the by-laws be altered, amended or repealed  (in part or in whole) and new by-laws may be adopted by a majority of the Directors at a regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for this purpose or by a two-thirds (2/3) vote of the members of the Corporation.

14.2        Directors must receive notice of an intention to alter, amend, or repeal these By-Laws at least 5 days prior to the meeting at which the decision will be made.  Such notice shall include both the section and/or language to be considered for change and the proposed amendment.

14.3        The full Board shall review the Society’s by-laws at least once every three years.

14.4        Waiver of Notice

a. Whenever any notice is required to be given under the provisions of these by-laws or the charter or any of the laws of the State of New York, a copy of a waiver of notice in writing signed by the Directors entitled to such notice shall be deemed equivalent thereto.