Bylaws

BYLAWS
OF
THE HISTORICAL SOCIETY OF THE TOWN OF WARWICK

Mission Statement

To preserve and celebrate the history of the Town of Warwick and its people and engaging our communities through a variety of programs aimed at developing an understanding and appreciation of our unique historic heritage.

ARTICLE I

Membership and Dues

Section 1. Any person interested in the purposes of the organization who applies for membership and tenders the necessary dues for their selected classification of membership shall thereby become a member.

Section 2. The classifications for membership shall be as follows:

  1. Student
  2. Individual
  3. Household/Dual
  4. Senior Individual (62+)
  5. Senior Dual
  6. Business/Contributor
  7. Donor
  8. Patron
  9. Benefactor
  10. Lifetime

Section 3. Annual dues for each classification shall be determined by the board of directors and published annually following adoption of the current fiscal year budget. Dues are payable by all members, including members of the board of directors, in advance of membership and renewals will be due on July 1st each year. Members in arrears more than six months after payment is due shall be dropped from membership.

Section 4. The Board, by affirmative vote of two-thirds of its membership, may suspend or expel a member of the Society for cause after an appropriate hearing. “Cause” shall mean the undertaking of any activities which are harmful to or not in the best interest of the Society, as determined by the Board. Reinstatement after removal for cause may occur upon written request signed by the former member and filed with the Recording Secretary. The Board may, by affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms, as the Board may deem appropriate.

ARTICLE II

Meetings

Section 1. Annual Meeting. The Society shall hold its annual meeting in April at a time and place to be determined by the Board in keeping with the tradition of the Society. The date chosen shall be on or following April 19th, the date of the Historical Society’s founding in 1906.

  1. Notification of the annual meeting, which can be by e-mail, shall be sent to all registered members not less than 30 nor more than 50 days prior to the meeting. Any member may specifically request to receive notices via postal mail upon written request not less than 30 days before such request must take effect.
  2. A quorum for the annual meeting and for the transaction of business shall be a majority of the members of the board of directors entitled to vote.
  3. The presentation of annual reports and the transaction of any other business may be completed at the annual meeting.
  4. The election of officers and trustees to the board of directors shall take place at the annual meeting.
  5. The record date for determining who is qualified to vote at any meeting shall be the date before the day notice of such meeting is sent.
  6. The general membership shall be invited to attend the induction ceremony immediately following the annual meeting of the board of directors.

Section 2. Board Meetings

  1. The board of directors shall regularly meet at 7:00pm on the 2nd Thursday of everymonth (except December) at the principal offices of the Society; or at other times and locations on notice of the president, or on petition of four members of the board, given not less than three (3) days before such meeting.
  2. A quorum shall be established when there are a majority of board members present.
  3. Special board meetings may be called by the president or by a majority of the boardupon not less than three (3) days prior notice of the meeting. Such notice mustinclude the nature of the business to be conducted at the special board meeting.
  4. Meetings of the Executive Committee shall not be deemed special board meetings.
  5. Notice of meetings for the board of directors may be sent by email and/or any othermethod specified by the particular member of the board.

    ARTICLE III

    Officers and Trustees

    Section 1. Duties and Responsibilities

    Understanding the bylaws, strategic plan and mission statement.
    Ensuring that the provisions of the society’s bylaws and organizational policies arebeing followed.

    c. Establishing and overseeing fiscal policies, including budgets, controls and an annual financial review or independent audit.

    Ensuring the continuing strength of the society through a regular process of board development, evaluation and self-renewal.
    Filling vacancies on the board.
    Attending scheduled board meetings and participating in programs and activities.
    Willingness to serve on committees.

  6. Willingness to represent and support the society in the community.
    Assistance with fundraising and membership promotions.
    Determine classifications of membership and dues.
    Having authority and oversight of the Society’s finances and important documents.
    Determining time and place of the annual meeting.

    Section 2. Elections and Terms of Office

    Officers and trustees shall be elected by a plurality of votes cast by secret ballot at theannual meeting of the board of directors.
    The officers of the society shall be a president, one or more vice-presidents, and suchother officers as deemed necessary from time to time by resolution of the board of directors, each of whom shall be elected for a term of one (1) year; and a recording secretary and a treasurer, each of whom shall be elected for a term of three (3) years.
    The trustees of the society shall be elected for a term of three (3) years.
    Not less than two months prior to the annual meeting, a secretary of the society shall send to each member of the board of directors a blank upon which such member may nominate one person for each office open to election. Nominations shall be returned not less than one month before the annual meeting. All nominations may be communicated via email in which case, a record must be preserved. The board development/ nominating committee shall select the candidates from a list of all nominees.
    Nominations may also be made by any member of the society, including self- nomination, at any time prior to balloting at the annual meeting. Any nomination made after the deliberation of the committee on nominations shall be added to the slate of candidates upon affirmative vote of a majority of members of the board entitled to vote present at the annual meeting. A candidate for election shall be an individual active member, or willing to become an active member prior to being sworn in.
    A person who has been elected as a trustee, recording secretary, or treasurer for two consecutive terms, or elected as any other officer for three consecutive terms, shall not be nominated to the same office unless one year elapses between the end of his or her last term and the beginning of the term for which he or she is nominated.
    Officers and trustees shall be installed at an induction ceremony following the close of the annual meeting at which they are elected and shall serve until their successors have been duly elected and installed.

    Section 3. Vacancies. In the event of any newly created position, resignation, removal, or incapacity of any officer (except the president), or any trustee, the vacancy may be filled by a vote of the board of directors for the unexpired term until the next annual meeting at which a successor is elected and installed.

    Section 4. Resignations. A board member may resign at any time by giving written notice to the president, a vice-president or the recording secretary. Resignation is valid upon delivery and receipt of the written notice.

    Section 5. Liability Insurance. The society will hold harmless and indemnify past and present members of the board of directors and persons appointed to any committee from liability, expense, counsel fees, or costs of litigation actually or reasonable resulting from claims based on acts, decisions, or omissions that allegedly occurred in the course of the person’s service to the society. This right to indemnification is intended to supplement, not supplant, any rights or protections afforded members of the board of directors by statute or any other provision, but is conditioned on the full cooperation of the indemnified and shall not apply to intentionally wrongful or reckless acts or to payment of punitive damages.

    Section 6. Removal of Board Members. Board members may be removed by the board by a resolution approved by a majority of the board at a meeting for the following reasons:

    a. Three consecutive unexplained absences from board meetings.
    b. Neglect of bylaw duties.
    c. Willful misrepresentation of board policies and directives.
    d. No board member may be removed before being given not less than 30 days written notice and an opportunity to present their case at a hearing before the board.

    Section 7: Reinstatement of Board Members.
    Reinstatement after removal may occur upon a written request signed by the former board member and filed with the recording secretary.
    An affirmative majority vote of the board is necessary for reinstatement upon such terms as the board may deem appropriate.

    Section 8. Officers. a. President

  7. Shall serve as chairman of the board of directors.
  8. Shall preside at annual meetings and board meetings.
  9. Shall prepare and deliver a state of the society report at the annual meeting.
  10. Shall communicate and report in a timely fashion to the board on all mattersrelating to board directives and/or requiring a decision by the board.
  11. Shall sign and make contracts and agreements with the approval of the board
  12. Shall appoint all committee chairs except the board development/nominatingcommittee.
  13. Shall be an ex-officio member of all committees except the nominating committee
  14. Shall execute decisions made by the board in a forthright and timely fashion andcommunicate with the board on the progress of these matters.
  15. Shall have access to the safe deposit box with one other authorized officer.
  16. First Vice President
  17. In the absence of the president, shall assume all duties and responsibilities pertaining to that office.
  18. Shall have access to the safe deposit box with any other authorized officer.
  19. Second Vice President (If position is filled, not mandatory)
  20. In the absence of the president and the first vice president, shall assume the dutiesand responsibilities of the president.
  21. Shall have access to the safe deposit box with any other authorized officer.
  22. Recording Secretary
  23. Shall record and keep minutes of all board and annual meetings
  24. Shall maintain custody of the society’s seal
  25. Shall file copies of the minutes in the office of the society and with the archivist
  26. Shall maintain all deeds, insurance policies and any other important papers oritems of value in a safe deposit box.
  27. Shall have access to the safe deposit box with any other authorized officer.
  28. Treasurer
  29. Shall have fiduciary oversight of all the society’s funds.
  30. Shall be responsible for the receipt and disbursement of all funds subject to thedirection and control of the board of directors.
  31. Shall supervise and be responsible for keeping of accurate, up-to-date andcomplete financial records.
  32. Shall submit periodic financial reports to be available at board meetings. TheDecember 31 interim financial statement shall be available at the annual meeting.
  33. Shall be responsible for compliance with state and local regulations relating to thetax-exempt status of the society.
  34. The board may secure a surety bond for the faithful performance of the treasurer’sduties, the amount of which is to be determined by the board and the cost ofwhich is to be borne by the society.
  35. Shall have access to the safe deposit box with any other authorized officer.
  36. Section 9. Student Representative
  37. Following the annual meeting, the board of directors shall select and appoint one or more Student Representative(s) to the board of directors who shall act as advisor and liaison between the Society and local or regional students.
  38. The term for a Student Representative shall be 1 year from June to June and shall be formally appointed at or before the June meeting of the board of directors.
  39. The Student Representative shall be a non-voting member of the board of directors and shall have all the rights and privileges of a board member, except the right to vote.
  40. The Student Representative shall be responsible to attend board meetings, and encourage, coordinate and support a History Club at their school or an equivalent activity approved by the board of directors.
  41. The board of directors shall establish a policy and procedure for identification of the Student Representative.
  42. ARTICLE IV CommitteesSection 1. The society shall have the following standing committees, each of which shall consist of not less than three (3) members of the board of directors:
  43. Development: Responsible for fund raising, special events, endowments, and long range fiscal planning.
  44. Board Development/Nominating Committee: Responsible for:
  45. Selecting its own chair from among its members.
  46. Defining priorities in nominating new board members.
  47. Recruiting and meeting with prospective board members and recommending candidates to the board.
  48. Preparing job descriptions for the board’s officers and trustees.
  49. Conducting training sessions for new board members and appointing mentors from the existing board to assist each new appointee.
  50. Buildings and Grounds: Responsible for:
  51. The care, maintenance and insurance coverage of the society’s properties.
  52. Oversight and authority over all signage used by the society.
  53. Work in concert with the Orange and Dutchess Garden Club, which is responsiblefor the care and maintenance of the 1810 House garden.
  54. Collections: Responsible for:
  55. Organizing and arranging for the buildings to be open and available for tours.
  56. Acquisition of items deemed desirable for the society to accession and de-accession following society practices (see, on file, the society’s Collections Management Policy for the full rules guiding acquisitions to, and de-accessions from, the society’s collections).
  57. Oversight of all of the society’s exhibits and displays of a historical nature.
  58. Education: Responsible for:
  59. Oversight of all educational programs offered by the society.
  60. Coordinating with Buildings & Grounds for development of society signage.
  61. Finance/Audit/Budget: The chair of this committee shall be a trustee without authority to sign checks for the Society. It shall be composed of a minimum of three board members other than the treasurer and president, The committee shall:
  62. Arrange for the annual review or audit of the society’s financial records.
  63. Prepare a proposed budget to be presented at the board meeting following the annual meeting.
  64. Oversee budget expenditures.
  65. Oversee investments and report to the board on the performance of these investments on a quarterly basis.
  • Executive: The president shall chair this committee.

i. Responsible for taking actions and acting on behalf of the board of directors in between regular meetings of the board when a matter of pressing concern should be addressed before the next regularly scheduled meeting of the board.

  1. The Executive Committee shall have all the power of the board of directors, but must report at the next meeting of the board of directors on any actions taken.
  2. The Executive Committee shall consist of the president, treasurer and chair (or their designee) from Buildings & Grounds, Finance, Development, and such other committee(s) (if any) as provided by resolution of the board of directors.

Section 2. Except as provided otherwise, the committee chairpersons are appointed by the president. The committees can vary in size and membership on a standing committee shall be open to all interested members of the board of directors. The president may appoint one or more members of the society and/or public, who are not officers or trustees, to any committee except the Executive Committee, provided that the chair of every standing committee is an officer or trustee.

Section 3. Standing committees shall make monthly reports at board meetings and produce a year-end report at the annual meeting.

Section 4. With the exception of the Executive Committee, no committee or chairperson has the power to act on behalf of the board, except as authorized by resolution of the board of directors. Any and all policy issues and/or changes recommended by a committee shall be brought before the board for approval and vote.

Section 5. Other committees, standing, ad hoc or special, may be appointed by the president as directed by the board of directors, except that the nominating committee shall be appointed by the board of trustees.

ARTICLE V Fiscal Reporting

Section 1. The fiscal year shall be July 1 – June 30 of each year.

Section 2. The annual financial report (IRS Form 990, or equivalent) shall be presented to the board of directors for review before filing. Once filed with the IRS, a copy the annual financial report shall be filed with the NYS Board of Regents and posted on the Society’s website for public review.

Section 3. An interim annual report shall be prepared and presented at each annual meeting showing the financial position of the Society as of the preceding December 31st.

ARTICLE VI Code of Ethics

Section 1. The board recognizes its responsibility to ensure that the society’s affairs are always conducted ethically, openly and responsibly. The board shall adopt and maintain a set of policies and procedures including a Code of Ethics which shall govern the activities of the Society’s board, staff, volunteers and membership as they relate to the Society.

Section 2. Conflict of Interest:

    1. The Society shall maintain a separate conflict of interest policy, which shall besubscribed to by every board member upon election or appointment to the board of directors.
    2. When the interests or activities of any board member, staff person or volunteer are ormay appear to be competing with the interests or activities of the Society, they must be disclosed to the board. If any such individual derives financial or other material benefit as the result of direct or indirect dealings with the Society, a conflict of interest may exist and must be disclosed to the board.
    3. ARTICLE VII Parliamentary Authority

Section 1. The rules contained in Robert’s Rules of Order, Newly Revised, shall govern the proceedings of the society except in such cases as are governed by the constitution or the bylaws.

ARTICLE VIII Amendment to the Bylaws

Section 1. These bylaws may be amended at any regular or special meeting of the board of directors by a two-thirds vote of the entire board, provided notice was either given at the previous meeting, or not less than 10 nor more than 30 days before the meeting; or they may be amended at a special meeting of the board of directors called for that purpose, with equivalent notice and a two-thirds vote. All proposed amendments shall be submitted in writing.

Adopted: May 9, 2013