These updated bylaws were approved at the Society's Annual Meeting on June 1st, 2008.
Article 1 - Corporate Name, Location, Seal, Fiscal Year
Section 1 The name of the organization is the Sudbury Historical Society, Incorporated, herein known as SHS or the Society, and its principal place of operation shall be in Sudbury, Massachusetts.
Section 2 The corporate seal of the Society consists of a circle inscribed with the name of the Society on the rim and in the middle are large letters SHS with the zip code beneath. The logo of the Society consists of an image of a post lamp with the letter "S" on it. In addition the figure of the head of an Indian may be used in honor of the Goodman Society that preceded the Society in Sudbury.
Section 3 The Fiscal year is June 1 to May 31.
Article 2 - The Mission
Sudbury is committed to bringing the rich history of the Sudbury Plantation area into the lives and activities of our residents. The Sudbury Historical Society will make this happen.
Article 3 - Purpose
The Purpose of this Society shall be:
a) To promote, engage in and encourage the study of Sudbury history.
b) To collect or buy historic documents and other objects of historic Sudbury significance, including archeological remains for study preservation, exhibition and display.
c) To promote public celebrations to commemorate Historic events and encourage interest in historic matters.
d) To publish papers & books.
e) To hold lectures and engage in social functions which are historic in character.
f) To establish and maintain a reference library devoted to historic subjects.
g) To promote, encourage and engage in the preservation and restoration of structures of historic importance (which may be owned by the Society.
h) To erect monuments and plaques commemorating historic Sudbury events.
i) To hold, purchase, sell, lease, mortgage and otherwise deal with real estate.
j) To receive and hold in trust or otherwise, funds received by gift or bequest to be devoted to such purposes as requested.
k) To further its purposes the Society may affiliate with State and/or National organizations that share these goals.
l) To establish and maintain a place for holding meetings, and to do all things necessary and incidental and thereto permissible under Massachusetts General Laws, Chapter 180.
Article 4 - Membership
Section 1 Membership is open to any person who or organization which supports the objectives of the SHS.
Section 2 Process and Privileges
a) Each prospective and renewal member shall complete a membership application to the Society, accompanied by payment of appropriate dues. The annual membership year shall begin on the date the membership check is written or the date of cash payment received and will last one year. An Active Member is one with a paid current membership.
b) Membership privileges are: to hold elective or appointed positions; to receive newsletters; and to vote at the Annual Meeting.
Section 3 Classes of Membership
The Board of Trustees shall set dues and membership categories and review them yearly before the Annual Meeting - such as, but not limited to, individual, family, and business membership.
Article 5 - Board of Trustees
Section 1 Authority and Responsibility
a) The Board of Trustees shall be the governing body of the Society. The Board of Trustees shall have supervision, control and direction over the affairs of the Society including the establishment of policy, the care of all Society property, Society finance, approval of the Society’s budget, pre-approval of unbudgeted expenditures, the appointment of committees for such purposes as it specifies, and the filling of any vacancies in office which may occur between Annual Meetings of the Society.
b) It shall annually appoint an auditor or audit committee to audit the Society’s accounts. It shall approve an annual budget in advance of the new fiscal year. It may appoint an investment advisor to advise and assist the treasurer.
c) It may appoint a curator /archivist of the Society for a period of two years. The Board will oversee the curator (if there is one) and see that the curator is faithfully carrying out the Society’s purpose without extravagance or waste. The Board will review and assess the curator’s performance on an ongoing basis and formally once a year, keeping in mind that the Board has the authority to discharge as well as hire the curator. The Board may set compensation and fringe benefits for the curator.
Section 2 Composition of the Board
The board of Trustees shall consist of ten (14) Trustees all of whom must be current active members of the Society.
Section 3 Nomination of Trustees and Officers
The Board of Trustees shall appoint a Nominating Committee of three (3) active members for the purpose of presenting nominees at the Annual Meeting for each vacant or retiring Trustee or Officer. Only those willing to serve are to be nominated. Nominating Committee members are not barred from being nominated. The Vice President chairs this committee.
Section 4 Term and Election of Trustees
Trustees shall serve for a term of Two (2) years, with approximately half of the trustees being elected in any one year. Trustees shall be elected by a majority vote at the Annual Meeting.
Article 5 - Vacancies (Emergency)
In the event of a vacancy in any of the positions on the Board, the Nominating committee may recommend candidates for such vacancies. The Board of Trustees, by majority vote of the remaining members, appoints the replacement for the unexpired term.
Article 6 - Officers
Section 1 Elected Officers
The elected officers of The Society shall be President, Vice President, Secretary, Treasurer and such other officers as the Board of Trustees may deem necessary or advisable. All officers shall be elected by a majority vote of those present at the Annual Meeting.
Section 2 Qualifications for Office
Any board member shall be eligible for nomination and election to any elected office of the Society.
Section 3 Term of Office
Each elected officer shall take office immediately upon election and shall hold office for one year.
Article 7 - Duties of Officers
Section 1 President
a) Presides at meetings of the Society; is an ex-officio nonvoting member of all committees and may be the Society’s representative at public functions.
b) Shall be the Chair of the Board of Trustees and shall be responsible for the overall operation of The Society under the direction of and in accordance with the policies and decisions of the Board of Trustees; shall approve all checks and all other instruments of withdrawal or change from The Society accounts of deposit, issued by the Treasurer in excess of eight hundred (800) dollars and outside of the budgeted expense plan.
c) Shall see that necessary forms are filed annually with the Commonwealth of Massachusetts.
Section 2 Vice President
Serves in the absence or incapacity of the President, and chairs the Nominating Committee.
Section 3 Secretary
a) Gives notice of, and keeps a record of, meetings of the Society and of the Board of Trustees. Such records, annual reports, and committee reports are kept in the Society's corporate archives.
b) Shall submit all state and Federal reports.
Section 4 Treasurer
a) Shall be the custodian of all funds of the Society; shall document and deposit all monies payable to the Society and shall receive any monetary legacies bequeathed or donations made to The Society.
b) Shall disburse monies of The Society.
c) Presents to the Board an annual budget prepared in co-operation with the President.
d) May cooperate with an investment advisor in managing and reporting on the savings of the Society.
e) Is responsible for providing the information for the filing of Annual Financial Reports with the Massachusetts Attorney General.
f) Shall pay the Massachusetts Sales and Use Tax Dept.; and
g) Pays royalties due from sales
h) Shall pay the operating expenses of the Society in a prompt manner. (Any check, or withdrawal over eight (800) dollars and outside of the budget plan must be approved by the Board).
i) Shall render a verbal report of the accounts at each regular meeting of the Board, and a written report quarterly.
j) At the Annual Meeting shall have available a printed Annual Report.
Article 8 - Curator/Archivist
Section 1 Duties of the Curator/Archivist
a) Carries out the mission of the Society at the Board's direction.
b) Reports to the President of the Society and is an ex-officio, non voting member of the Board.
c) May be a member of all other committees.
d) Assists with the preparation of the annual budget for Board approval.
e) Assists in grant proposals.
f) Assists development of the Society's programs, activities, and collections policies.
g) Assists in training, supervising and encouragement of staff and volunteers.
h) Shall keep an Accession Catalogue and other records of all property of The Society, its origin and Sudbury significance.
i) Shall be charged with the duty of protecting and preserving the Society’s collection and any property which may be loaned to the Society, or loaned out by the Society, by maintaining a sign out form, and record keeping system.
i) Shall inform the Board of all acqujisitions, and shall be empowered to seek, and recommend the purchase of, relevant pieces or collections important to Sudbury History.
i) Shall train volunteers to perform various duties of accessioning, preservation, conservation, storage & display.
i) Shall maintain the Acquisition & De-accessioning Policies established & approved by the Board of Trustees.
Article 9 - Meetings
Section 1 Annual and Special Meetings
a) Shall hold its Annual Meeting in June at such place and on such date as may be determined by the Board of Trustees. The purpose of the Annual Meeting is to receive Annual Reports; to elect officers and Trustees; and to transact such other business as may come properly before the meeting.
b) A special meeting may be held at such time and place as may be determined by the President or the Board of Trustees. A special meeting may be called by fifteen (15) members notifying the President of their desire to call a meeting. Notice of time and place of the Annual Meeting or a special meeting shall be mailed by the Secretary to each member of The Society at his/her address on file with the Society at least One week (7 calendar days) before the date fixed for the meeting.
Section 2 Meetings of the Board of Trustees
a) Regular meeting of the Board of Trustees shall be held at such time and place and on such dates as determined by the Board of Trustees.
b) Regular Meetings of the Board of Trustees may be called by the President, with 7 calendar days written notice,
c) or may be called by the Secretary on the written request of any two members of the Board of Trustees with 7 calendar days written notice.
d) At least twenty-four (24) hours notice of a Emergency meeting of the Board of Trustees shall be given to each member of the Board.
Section 3 Quorum
Six (6) members of the Board of Trustees shall constitute a Quorum.
Article 10 - Amendments
These by-laws may be amended at an Annual or Special Meeting of the members provided:
a) (1) a copy of the proposed Amendments are given in the call for such meeting at least two weeks before the meeting.
b) (2) not less then twenty-one (21) active members are present at such meeting; and
c) (3) Two-thirds (2/3) of active members present approve the proposed amendments.
Article 11 - Dissolution
Section 1 A motion to dissolve the Society may be decided by a vote of the Board giving the reason for dissolution followed by the consent of not less than two-thirds (2/3) of the members present at a duly called meeting. The motion to dissolve shall include specification of the organization or group of persons to receive any remaining funds or property. The successor organization’s purposes should be similar to the Society’s purposes.
Section 2 Dissolution of the Society must follow the procedures required by the Massachusetts Attorney General’s office outlined in Massachusetts General Laws, Chapter 180, section 11A and as amended.
Section 3 Where possible the disposition of collections and assets shall be in accordance with guidelines of the American Association for State and Local History (AASLH) Commission of Professional Standards and Ethics.
Article 12 - Endowment Fund
Section 1 Establishment of Fund
The Board of Trustees may establish an Endowment Fund to which substantial monies, donations, or bequests may be added to the principal.
Section 2 Management of Fund
The FUND shall be invested and managed by up to four (4) Endowment Fund Managers or a paid professional appointed by the Board of Trustees. The Fund's Annual Report shall report on the Endowment Fund, and identify what interest has been earned on Endowments.
Section 3 Use of Income and Principal
a) The income of any Endowment may be withdrawn and expended only for such purposes as determined by the fund manager(s) and upon majority vote of the Board of Trustees.
b) The principal established under any unrestricted endowment shall not be withdrawn unless authorized by a two-thirds (2/3) vote of the members present at any duly called Annual or Special meeting at which at least twenty-one (21) members are present.
Article 13 - Code of Ethics
Officers and members of the Board are obliged to conduct themselves in accordance with the Bylaws of the Society:
a) By transacting all business of the Society through proper channels and holding inviolate all confidential information.
b) By refraining from using the Society to exploit personal views or personal advancement.
c) By not engaging in conduct that conflicts with the best interests of the Society or any member of the Society.
d) By using ethical procedures in practicing of their positions.
No profit from the activities of this corporation shall inure to the benefit of the members or officers of this corporation.
Article 14 - Personal Liability
The members, directors and officers of the Society shall not be personally liable for any debt, liability or obligation of the Society. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Society may look only to the funds and property of the Society for payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
Article 15 - Rules of Order
Robert's rules of Order serve as parliamentary authority when not in conflict with, or inconsistent with these bylaws.
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