Bylaws of the Bethel Historical Society

Bylaws of the Bethel Historical Society
As amended and adopted 19 April 2008

The Bethel Historical Society, organized under the authority of Title 13, Chapter 81 of the Revised Maine Statutes, and Amendments thereto, does hereby adopt the following amended and restated Bylaws for governing The Bethel Historical Society. These Bylaws replace the previously approved Bylaws, last amended May 1978, and Constitution, last amended February 1991.

ARTICLE 1.0 — GENERAL PROVISION

1.1 Name. The name of this Corporation shall be: The Bethel Historical Society (hereinafter referred to as the “Society”.)
1.2 Seal. The Society shall have a circular seal bearing the words “The Bethel Historical Society, Inc., Maine, June 6, 1971.”
1.3 Purpose of Bylaws. These Bylaws govern the general management of the affairs of the Society, except where otherwise provided for by the Constitution and Laws of the State of Maine and the Act of Incorporation.

ARTICLE 2.0 — SOCIETY PURPOSE

The Society is organized as a non-profit corporation for the purpose of collecting, preserving and interpreting materials deemed historically significant and worthy of preservation, in an effort to perpetuate, for this and future generations, the people, events, customs and traditions of local and regional northern New England history with a major concentration on western Maine and the White Mountain Region.

ARTICLE 3.0 — MEMBERS

3.1 Eligibility for Membership. Membership in the Society is open to any person who accepts the responsibilities of membership under the Bylaws and policies of the Society.
3.2 Classes and Benefits of Membership.
        3.2.1 Regular Membership. The Board of Trustees (hereinafter referred to as the “Board”) shall establish by written policy:
            a. Classes of regular membership.
            b. Benefits and privileges to which each class of membership is entitled.
            c. Fees to be paid by members for the use of the Society’s resources and facilities.
        3.2.2 Charter Membership. Those who attended the first meeting of the Society, held on 31 May 1966, shall be considered charter members.
        3.2.3 Honorary Membership. The Board, by a majority vote, may elect to honorary membership in the Society persons who either (1) have attained eminent distinction in history or related subjects and/or performed eminent service on behalf of the Society, or (2) are at least 75 years of age and have contributed extraordinary services to the Society. An honorary member shall be entitled to all benefits of membership awarded to the classes of regular membership and shall have a vote, but shall be exempt from the payment of dues.
3.3 Membership Dues. The Membership Committee shall recommend to the Board proposed changes in dues for each membership class on an as-needed basis. Based on that recommendation, the Board shall in turn recommend proposed changes in dues to the general membership for a final vote at the Annual Meeting.
3.4 Vote. Each member regardless of membership category shall be entitled to one vote at any meeting of members.
3.5 Proxies. Proxies shall not be recognized.

ARTICLE 4.0 — MEETINGS OF MEMBERS

4.1 Annual Meetings. The annual meeting of the members shall be held once each year during September at such time and place as the Board shall determine, for the purpose of the election of Officers and Trustees-at-large and to transact such other business as may properly come before the meeting. Any business which the Society may lawfully transact may be done at the annual meeting.
4.2 Special Meetings. Special meetings of the members may be called by the President at any time, or by any three members of the Board, or by fifty (50) members of the Society. Any such call shall be in writing delivered to the Secretary, shall be signed by the person(s) making such call, and shall state the day and hour of such meeting, provided that such time allows for compliance with the notice provisions of Section 4.3 hereof, and shall state the purposes for which such meeting is called. The Board shall determine the location of the special meeting. Upon proper call of a special meeting, it shall be the duty of the Secretary to see that notice of said meeting is given to the members in the manner prescribed by these Bylaws. No business shall be transacted at a special meeting which is not specified in the notice for the meeting.
4.3 Notice. Written notice of the day, hour, and place of any annual meeting or special meeting, and in the case of any special meeting the purpose or purposes therefore, shall be published to the membership not less than thirty (30) days prior to the date of the meeting.
4.4 Quorum. A quorum for the transaction of business at any meeting of the members shall consist of not less than ten (10) members entitled to vote. If such quorum be not present, the meeting may be adjourned from time to time until such a quorum is obtained.
4.5 Voting. Decisions at all meetings of the Society shall be made by a majority vote of members present and voting.

ARTICLE 5.0 — ELECTIONS

5.1 Nominations. The Society’s Nominating Committee (see section 9.2.1) is charged with nominating candidates for election as Officers and Trustees-at-large of the Society at the Annual Meeting. One candidate for each Officer and Trustee-at-large shall be nominated. Any member of the Society may make suggestions to the Nominating Committee of the names of candidates. Additional nominations for election of Officers or Trustees-at-large may be in order from the floor at the annual meeting.
5.2 Voting. The Officers and Trustees-at-large shall be elected by a majority of those members present and voting at the annual meeting.

ARTICLE 6.0 — BOARD OF TRUSTEES

6.1 Composition. The Board shall be composed of the Society’s Officers and up to eleven (11) Trustees-at-large, elected by the membership.
6.2 Powers. The management and control of the property and affairs of the Society are vested in the Board. The Board shall adopt, maintain and revise, as needed, policies on various matters of the Society.
6.3 Terms, Vacancies.
        6.3.1 Terms. The term of office of each Trustee-at-large shall be three (3) years. No Trustee-at-large shall serve two (2) consecutive three (3)-year terms. At least one (1) Trustee-at-large will be replaced each year.
        6.3.2 Vacancies. Any vacancy that occurs on the Board may be filled by the recommendation of the Board Development Committee and approved by a majority of the Board to serve until duly elected at the next annual meeting.
6.4 Resignation and Removal. Any Trustee-at-large may resign by filing with the President, the Secretary or the Board a written resignation which shall take effect on being so filed or at such later time as may be specified therein. To the extent permitted by law, any Trustee-at-large may, upon the recommendation of the Executive Committee, be expelled for cause from the post of Trustee-at-large by a two-thirds vote of those present and voting at a regular or special meeting of the Board which has been duly called and the notice of which contained notice of such purpose, provided that reasonable notice and opportunity for hearing are first provided such Trustee-at-large. For the purpose of this section, “cause” is defined to be conduct detrimental to the interests of the Society or refusal to render reasonable assistance in carrying out its purpose.
6.5 Meetings. There shall be a minimum of four regular meetings per year of the Board. Special meetings of the Board may be called at any time by the President at his/her discretion, and shall be called at the written request of one-third of the Board members. Five (5) members of the Board shall constitute a quorum for the transaction of business.   Action by a majority of those present at the meeting at which a quorum is present shall be the action of the Board, except as otherwise required by law or these Bylaws.
6.6 Notice. Notice of meetings shall be given by mail, e-mail, or telephone at least seven (7) days prior to the meeting.
6.7 Minutes. The minutes of each Board meeting shall be distributed at or before the next meeting.
6.8 Annual Report. The Board shall report on the affairs of the Society at each annual meeting of the Society.

ARTICLE 7.0 — OFFICERS

7.1 Composition, Terms, Vacancies. The Officers of the Society shall consist of a President, a Vice-President, a Secretary and a Treasurer. The Officers shall be elected by the members at the annual meeting. Officers shall hold office for one year or until their successors are duly elected. No person shall serve in an office for more than three consecutive one-year terms. A vacancy in any office may be filled for the unexpired portion of a term, after recommendation of the Board Development Committee, by the Board at any duly called regular or special Board meeting. For the purposes of determining the number of consecutive terms permitted to any Officer, the filling of a vacancy shall be considered a term only if the unexpired portion of the term is more than one-half of the ordinary term.
7.2 Resignation and Removal. Any Officer may resign by filing with the President, the Secretary, or the Board a written resignation which shall take effect on being filed or at such later time as may be specified therein. To the extent permitted by law, the Board by a two-third vote of those present and voting at any duly called meeting of the Board may remove from office any Officer for cause, as defined in 6.4, provided that reasonable notice and opportunity for a hearing are first provided said Officer.
7.3 President. The President shall preside at all meetings of the membership, the Board and the Executive Committee, and shall have the right to vote on all questions and, subject to approval of the Board, shall appoint the members of the committees established in accordance with Article 9.0. The President shall be an ex officio member of all committees.
7.4 Vice-President. The Vice-President shall exercise the powers and perform the duties of the President in the absence or disability of the President. The Vice-President shall have such other duties as may from time to time be prescribed by the Board.
7.5 Secretary. The Secretary shall keep a true and accurate account of all meetings of the members and of the Board and have such other duties as may from time to time be prescribed.
7.6 Treasurer. The Treasurer shall oversee the collection and payment of all monies, and the keeping of financial records and give a written report to the Board at each Board meeting. The Treasurer shall serve on the standing committee charged with matters relating to finance and/or investments (presently the Investment Committee) as a voting member.

ARTICLE 8.0 — EXECUTIVE COMMITTEE

8.1 Membership. The President, Vice-President, Treasurer, Secretary, and such Trustees-at-large as may be appointed by the President with the approval of the Board, shall act as the Executive Committee of the Board.
8.2 Quorum and Responsibilities.
        8.21. Quorum. The majority of the Executive Committee shall constitute a quorum for the transaction of business. Action by a majority of those present at the meeting at which a quorum is present shall be the action of the Committee.
        8.2.2 Responsibilities. The Executive Committee may take such action as the Board could take, if it were meeting when in the opinion of the Executive Committee immediate action is needed and should not await a full Board meeting except in the following instances: the disposition of property; when such power is limited from time to time by the vote of the Board; or when such power is expressly reserved exclusively to the Board in these Bylaws. Action taken by the
Executive Committee shall be reported to the Board at the next meeting of the Board. Minutes of the meetings of the Executive Committee shall be distributed to all Board members.
8.3 Executive Session. Upon the vote of two-thirds of the members of the Executive Committee present, the Executive Committee may elect to hold a portion of its meeting in executive session in order to ensure confidentiality for the discussion of the following topics only: (i) the employment, appointment, assignment, duties, promotion, demotion, compensation, evaluation, disciplining, resignation or dismissal of members, Trustees-at-large, Officers, or employees of the Society, as may arise under these Bylaws, if the dissemination of written minutes of such discussion to the Board reasonably could be expected to damage the reputation of the individual or violate the right to privacy of the individual, and (ii) the purchase and sale of property of any nature if in the opinion of the Executive Committee publication of such discussion could be detrimental to such purchase or sale. Minutes of discussions in executive session shall be kept separately by the Secretary and maintained by the Secretary as confidential. The Executive Committee may not make a final decision in executive session, but shall instead take such final decision upon the record.

ARTICLE 9.0 — COMMITTEES

9.1 Committee Appointment and Responsibilities. Members and chairs of all committees (see 9.2, 9.3, and 9.4) are appointed by the President, subject to approval of the Board. A committee may nominate its chair from its membership for consideration for appointment by the President, subject to approval of the Board. Chairs and members of Society and Board standing committees, except for the Mineralogy and Mining Committee, are appointed annually. Committees are responsible for providing recommendations and advice to the Board, and the Board is responsible for final policy and financial decisions. All committees should keep minutes of their meetings as appropriate and make these available as needed to the full Board and to other committees. Committees meet on the call of their chairs or by a call from any three other members of the respective committee.
9.2 Standing Committees of the Society. Standing Committees of the Society are: Art, Building, Collections, Crafts, Dr. Moses Mason Award, Education, Garden and Grounds, Historic Preservation, Marketing, Membership, Museum, Mineralogy and Mining, Noll Volunteer Award, Nominating, Programs, Publications, Research Library, Special Projects, Strategic and Long Range Planning, and Technology. Members of the Society and members of the community at large may be appointed to serve on Society standing committees. Written descriptions of each committee's functions shall be approved by the Board and may be revised from time to time by the Board.
        9.2.1 Nominating Committee. The Nominating Committee shall be composed of one retiring Trustee-at-large selected by the Board and two members from the general membership elected at the Annual Meeting each year for the next year’s selection of nominees. In case of a vacancy within those selected by the general membership between annual meetings, the President shall in consultation with the Executive Committee appoint a replacement.
        9.2.2 Mineralogy and Mining Committee. The Mineralogy and Mining Committee shall consist of five to seven members and oversee the accession, de-accession, exhibition, storage, and security of all mineral and mining collections. Since service on this committee requires extensive and detailed knowledge of Northern New England gems and minerals gained from years of experience, only individuals respected for their wise counsel in this field shall be eligible to serve. Once this committee has been formed, members will serve staggered three-year terms. All committee members shall be eligible for re-appointment. This Committee shall also have one member serving on the Collections Committee and may have one or more members on the Board of Trustees and/or the Advisory Board of Trustees. The Mineralogy and Mining Committee shall submit the names of all subsequent members to the Society's President for appointment or reappointment. No candidate for membership on this committee shall be appointed by the President without a majority recommendation from the committee. Acquisitions, loans and de-accessions shall require a majority vote of this committee prior to following the Collections Policy guidelines on these matters, i.e. review by and approval of the Collections Committee, the Curator of Collections, the Executive Director, and the Board of Trustees. This Committee shall also control all expenditures from a restricted fund, established by the Board of Trustees, to be used solely for the benefit of the Mineralogy and Mining Museum of the Bethel Historical Society.
9.3 Standing Committees of the Board. Standing committees of the Board are: Executive, Finance, Investment, and Committee on Trustees. Written descriptions of each committee's functions and composition shall be approved by the Board and may be revised from time to time by the Board.
9.4 Other committees. Subject to approval by the Board, the President may appoint, for specified terms, additional committees of either the Society or the Board to address specific tasks or projects deemed necessary to carry out the program and purposes of the Society. Members of such committees may be members of the Board, of the Society, or of the community at large. Such committees will be provided with a clear written charge and schedule for completion of their work.

ARTICLE 10.0 — FINANCES

10.1 Fiscal Year. The fiscal year of the Society shall be 1 January to 31 December.
10.2 Treasurer Accounts. The accounts of the Treasurer and all supporting accounts which the Board may authorize to be kept under his/her direction shall be forwarded after the end of each fiscal year to an independent certified public accountant for preparation of required tax filings and such financial reports as requested by the Board.

ARTICLE 11.0 — PROFESSIONAL STAFF OF THE SOCIETY

11.1 Staff Personnel. The staff of the Society shall include an Executive Director, a Curator, and such other personnel as are authorized by the Board to perform the functions of the Society.
11.2 Executive Director. The Executive Director shall be responsible to the Board for the proper conduct of the general affairs of the Society, except where otherwise provided, to include: acting as the coordinator of exhibits and committees; serving in public and educational capacities on the Society’s behalf; directing the work of the Curator and other employees; and overseeing the proper maintenance and protection of all Society property. The Executive Director shall submit reports of the operations of the Society to the Board at their meetings, and to members of the Society at their annual and special meetings, and may at any time make such recommendations to the Board and, in consultation with the Board, to the members of the Society as may, in the Executive Director’s discretion, be advisable.
11.3 Curator. The Curator shall be responsible, under the direction of the Executive Director, for the acquisition, accessioning, cataloging, display, care and preservation of all collections of the Society.

ARTICLE 12.0 — RULES OF ORDER

12.1 The meetings of the Society and of the Board shall be conducted in accordance with the “Robert’s Rules of Order,” except as otherwise specified in these Bylaws.

ARTICLE 13.0 — PROHIBITED ACTIVITIES

13.1 The Society is not organized nor operated for profit. No property or profit of the Society shall inure to the benefit of any person, partnership, or corporation except in the furtherance of the benevolent or non-profit-making purposes of the Society. No substantial part of the activities shall consist of carrying on propaganda or otherwise influencing legislation; nor will it participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE 14.0 — DISSOLUTION

14.1 Upon the dissolution of the Society, the Board shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society by distributing them to such organization or organizations organized and operated exclusively for purposes similar to those of the Society, with preference given to those in northern New England, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Service Code of 1986 (or the corresponding provision of any future United States internal revenue code), as the Board shall determine. Any of such assets not so disposed of shall be disposed of as directed by the Superior Court of Oxford County exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 15.0 — CONFLICT OF INTEREST

15.1 The Society shall not enter into any contract relating to or incidental to the operations conducted by the Society in which any Officer or Trustee-at-large may be interested directly or indirectly unless such interest as has been disclosed. No contract, transaction, or act shall be taken on behalf of the Society if such contract, transaction, or act is a prohibited transaction or would result in the denial or loss of the Society’s tax exempt status under applicable sections of the Internal Revenue Code and regulations thereunder as they now or may hereafter exist or as there may hereafter be amended. In no event, however, shall any person or other entity dealing with the Board be obligated to inquire into the authority of the Board to enter into and consummate any contract, transaction, or action.

ARTICLE 16.0 — NONDISCRIMINATION

16.1 The Society shall not discriminate on the basis of race, color, national or ethnic origin, creed, sex, religion, age, marital status, physical or mental handicap, or sexual preference.

ARTICLE 17.0 — VOTING UPON SHARES OF OTHER CORPORATIONS

17.1 Unless otherwise ordered by the Board, the President, or a person delegated, shall have full power and authority on behalf of the Society to vote either in person or by proxy at any meeting of shareholders of any corporation in which the Society may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Society might have possessed and exercised if present.

ARTICLE 18.0 — AMENDMENTS OF BYLAWS

18.1 These Bylaws may be amended at any meeting of the members of the Society by an affirmative vote of at least two-thirds of those present and voting, provided written notice of the proposed amendment shall have been given in the notice for said meeting.