Constitution and By-Laws
August 1, 1980
Amended November 18, 2011
This organization shall be known as the Shirley Historical Society.
Article 2. Mission
The mission of the Society shall be to collect and preserve historical relics, books, manuscripts, pamphlets, biographies, and anecdotes; to own property; to promote research into and education about Shirley history; to prepare and present papers on such subjects; and to mount appropriate markers, tablets, or inscriptions at the sites of historical events.
Article 3. Membership
Open to all interested upon payment of dues.
Article 4. Officers
The officers shall be President, Vice-President, Secretary, and Treasurer. All officers shall be elected for one-year terms at the annual meeting by the membership of the Society, and shall serve no more than four consecutive terms or until a successor is elected. The duties of all officers shall include supporting the work of the Society and encouraging others to join.
The President shall be the chief executive officer of the corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the Directors and the membership, except as the Directors otherwise determine. The President shall appoint members to committees and be an ex officio member of all committees.
President shall serve as President in the
absence of the President.
The Secretary shall record and maintain records of all proceedings of the Directors, and of the annual membership meeting, in a book or series of books kept for that purpose, which book or series of books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Secretary or its resident agent and shall be open at all reasonable times to the inspection of any member or Director. Such book or books shall also contain attested copies of the articles of organization and by-laws and names and addresses of all members and Directors. If the Secretary is absent from any meeting of members or Directors, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at that meeting.
The Treasurer shall be the chief financial and accounting officer of the corporation. He or she shall be in charge of its financial affairs and funds and also be in charge of the corporate books of account and accounting records and procedures. All financial records and books of financial accounting shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Treasurer or its resident agent and shall be open at all reasonable times to the inspection of any member or Director.
The Audit committee of the Board of Directors shall be responsible for conducting an annual independent review of the Treasurer’s financial and accounting records.
Article 6. Fiscal Year
The Society’s fiscal year will run from January 1 through December 31.
Article 7. Curator
The Curator shall be appointed by the Board of Directors for a term as designated by the Directors, and shall have such powers and duties as may be determined by the Directors.
Article 8. Board of Directors
The Board of Directors shall consist of a minimum of five members, consisting of the four (4) officers of the Society and a minimum of one member-at-large to be elected by the membership of the Society at the annual meeting. At the annual meeting, the membership shall fix the maximum number of directors for the year. All shall be voting members. The Curator shall be an ex officio member of the Board but will not be a voting member. The Board shall conduct the Society’s business and shall meet at a minimum of four times per year. Board meetings are open to members, and notice of the date and time of face-to-face meetings shall be posted on the Society’s website. The President or any three members may call a meeting of the Board. In case of emergency expenditure or decision, any officer may conduct a telephone poll of the Board and get the approval of at least a majority of the Directors currently serving.
The duties of the Board of Directors shall be to
· Oversee the business of the Society
· Present budget recommendations to the Society at the annual membership meeting
· Conduct necessary Society business
· Fill any vacancy that may occur among the Officers or Board of Directors for the remainder of the year
· Evaluate and recommend fund-raising projects to the Society
· Evaluate and recommend major building-related projects to the Society
· Develop and approve policies necessary and appropriate
· Grant permission for use of the Museum building for appropriate purposes, having the option of charging an appropriate fee
· Develop long-range goals for the Society
· Adopt necessary changes to these By-laws during the year, according to Article 11, Amendments
· Unless otherwise stated in these By-laws, all decisions by the Board of Directors shall be by majority vote
Article 9. Meetings
The annual meeting of the Society shall be held the second Friday in November of each year, or on such a date in November as may be designated by the Board of Directors.
Article 10. Committees
All committees shall be appointed by the President. Standing committees shall be the Building Committee, Development Committee, Membership Committee, and Publicity Committee.
· Maintain grounds in the summer
· Shovel the walk and plow the driveway in the winter
· Sand walks and driveway as needed
· Keep water pipes heated during freezing weather
· Dispose of trash regularly
· Sweep, dust, and wash floors regularly
· Do minor repairs
· Oversee general condition of the property
· Recommend major property improvements to the Board
· Propose long-term goals for the betterment of the Society’s financial position
· Implement fund-raising projects to achieve the Society’s financial goals
· Keep a current list of active and non-active members, including phone numbers of active members
· Help with mailing of annual programs and newsletters
· Mail postcard reminders of meetings to all members
· Enlist refreshment chairmen for meetings
· Contact bakers and cooks for fund-raising events
· Arrange donations of food for annual pot-luck supper
· Prepare dues reminders and send out paid membership cards
· Propose methods or recruiting new members and of increasing attendance at meetings
· Produce spring and fall newsletters
· Send announcements of meetings and programs to local newspapers
· Send follow-up articles reporting on programs to local newspapers
· Provide publicity for fund-raising events
Committees such as the following will be formed as need arises: Program, Nominating, Special Project. They shall be terminated when they have completed their task.
Article 11. Quorum
A quorum of the Society shall be fifteen (15) to conduct any business related to the Society; and a quorum of the Board of Directors shall be three (3).
Article 12. By-law Amendments
The By-laws may be amended by the Board of Directors as provided in Article 7, or by the memberships by two-thirds vote of the members present at the annual meeting or at a special meeting called for the purpose according to Article 8, provided notice of the proposed amendments has been included in the notice of the meeting mailed or emailed to the members at least ten (10) days before the date of the meeting. The text of proposed and completed amendments to the by-laws shall also be posted on the Society’s website.