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 10 April 2008, and Constitution, last amended February 1991.

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.

2.1 Because understanding how people lived in the past enriches our lives and community, the Bethel Historical Society fosters a sense of place—centered in western Maine and the White Mountain region—by collecting, preserving, displaying and interpreting historically significant artifacts and documents for residents, visitors, students, and scholars. Through its exhibits, programs, events, and publications, the Society makes the region's history meaningful, accessible, and enjoyable to inspire others to treasure and preserve this rich heritage.

3.1 Eligibility for Membership. Membership in the Society is open to anyone who accepts the responsibilities of membership under the Bylaws and policies of the Society.
3.2 Classes and Benefits of Membership.
3.3 Membership Dues. The Advancement 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.

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 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.

5.1 Nominations. The Society’s Committee on Trustees is charged with nominating candidates for election as Officers and Trustees of the Society at the Annual Meeting. One candidate for each Officer and Trustee shall be nominated. Any member of the Society may make suggestions to the Committee on Trustees of the names of candidates. Additional nominations for election of Officers or Trustees may be in order from the floor at the annual meeting.

5.2 Voting. The Officers and Trustees shall be elected by a majority of those members present and voting at the annual meeting.

6.1 Composition. The Board shall be composed of the Society’s Officers and up to eleven (11) Trustees, 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.
6.4 Resignation and Removal. Any Trustee 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 may, upon the recommendation of the Executive Committee, be expelled for cause from the post of Trustee 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. 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. A majority of the Board members 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.

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 four (4) consecutive one-year terms. A vacancy in any office may be filled for the unexpired portion of a term, after recommendation of the Board’s Committee on Trustees, 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 Board’s standing committee(s) charged with matters relating to finance and/or investments (presently the Investment and Finance committees) as a voting member.

8.1 Membership. The President, Vice-President, Treasurer, Secretary, the immediate past President and such Trustees 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.
8.2.1 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. The Executive Committee shall also perform personnel matters which are outside of the Executive Director’s responsibilities.
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, 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.

9.1 Committee Appointment and Responsibilities. Members and chairs of all Board committees (see 9.2 and 9.3) are appointed by the President, subject to approval of the Board. The President and the Executive Director shall serve as ex officio members of all Board committees. Chairs and members of Board standing committees 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 Board. Standing committees of the Board are: Advancement; Collections; Executive; Facilities and Grounds; Finance; Investment; Programs, Exhibits, and Publications; Strategic Planning; and Trustees. Chairs of these committees shall be members of the Board of 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.
9.3 Other committees. Subject to approval by the Board, the President may appoint, for specified terms, additional committees 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.

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.

11.1 Executive Director. The Executive Director is the executive agent of the Board, responsible for implementing the Board’s policies and fulfilling the Society’s mission and achieving its goals. The Executive Director is employed by the Board, and his/her performance is evaluated by the Board through the Executive Committee at least annually.
11.2 Responsibilities. The Executive Director is responsible to the Board for the proper conduct of the affairs of the Society, except where otherwise provided, to include: acting as the coordinator of exhibits, programs, and publications; serving in public and educational capacities on the Society’s behalf; directing and evaluating the work of other staff members as may from time to time be employed to carry out the Society’s functions; overseeing the fund raising, and overseeing the proper maintenance and protection of all Society property and assets. The Executive Director submits reports of the operations of the Society to the Board at its meetings and to members of the Society at annual and special meetings and may at any time make recommendations to the Board and, in consultation with the Board, to members of the Society.
11.3 Delegation of Duties. With approval of the Board, the Executive Director may hire staff members to carry out the functions of the Society and delegate appropriate duties to those staff members consistent with Board policies and procedures.

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.

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.

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.

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, Trustee or employee may be interested directly or indirectly unless such interest 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.

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.

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.

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.