Constitution & By-Laws of the Cheshire Historical Society, Inc.
Constitution
PREAMBLe
The Cheshire Historical Society collects, preserves, and interprets significant historical resources, presents lectures and other programs to inform the public at large of the rich history of Cheshire, supports the publication in a variety of media of all aspects of that history, and secures the financial means to continue this important work in perpetuity. To achieve these ends in an efficient and enduring manner, we adopt this constitution and these by-laws.
SECTION ONE: ORGANIZATION
ARTICLE ONE: Name
“The Cheshire Historical Society, Inc.” is a not-for-profit organization, incorporated under the laws of the State of Connecticut, and Section 501c3 of the Internal Revenue Service tax code.
ARTICLE TWO: Purpose
The purpose of this Society is to collect and preserve those documents, letters, journals, artifacts, memorabilia, and ephemera which constitute part of the record of all aspects of the history of the Town of Cheshire. The Society will provide for the exhibition of this collection. The Society will further provide for lectures, tours, and publications for the edification of the public at large on these matters historical. The Society may serve as advocate in matters concerned with historic preservation. The Society may receive gifts of money or property, and to invest or care for such gifts as to ensure the mission of this Society in perpetuity. To enhance the financial stability of the Society, fund-raising events appropriate to the mission and demeanor of the Society may be held. To all these ends, the Society will operate and maintain an historic house to be the venue of a museum which will be open to the public.
ARTICLE THREE: Membership
All persons interested in the mission and purpose of this Society may apply for membership in this Society in the manner prescribed by the Society's By-Laws.
ARTICLE FOUR: Officers
This Society shall have three officers: A President, a Vice-President, and a Treasurer. These officers will be elected by a majority of the Society membership present at the annual meeting of the Society. Each officer shall hold office for one year.
ARTICLE FIVE: Board of Directors
The Board of Directors shall be composed of seven members: The three Officers of the Society; the Curator; the Archivist; and two Members-at-Large. The Members-at-Large will be elected at the annual meeting each year and shall have the option of choosing one, two, or three years. The Board of Directors shall serve as an Executive Committee, acting under the Constitution and By-Laws of the Society, with the power to conduct the daily business of the Society.
To aid in the conduct of the Society's business, the Board of Directors may appoint individuals to positions having specifically defined functions. Such positions may include a Corresponding Secretary, a Recording Secretary, a Membership Secretary, Assistant Curators, a House & Grounds Coordinator, a Parliamentarian, and other positions deemed necessary for the smooth functioning of the Society. Appointments are for a one-year term. Individuals serving in these appointed positions may be re-appointed by the Board of Directors; reappointments are announced at the annual meeting of the Society.
ARTICLE SIX: Dissolution
Should the Cheshire Historical Society be dissolved, all museum collections, property, and funds will revert to the Town of Cheshire. Gifts to the Society which were made subject to specific terms of disposition are exempt from reversion to the Town of Cheshire.
ARTICLE SEVEN: Amendments
Amendments to this Constitution may be proposed by the Board of Directors and by Members of the Society. The proposed amendments will be published in a notice to all Members not less than two weeks before an announced Membership meeting of the Society. At that meeting, an amendment to this Constitution will be adopted if passed by a two-thirds majority of the members present.
SECTION TWO: DUTIES OF OFFICERS
ARTICLE ONE: President
The President shall preside at all meetings of the Society. The President shall appoint all committees, and shall be ex-officio a member of all committees. The President shall actively coordinate the work of the Board of Directors, those individuals appointed by the Board to carry out designated functions, and the committees of the Society to insure the Society's effectiveness and continued progress toward the accomplishment of its objectives. The President shall produce reports of the Society's activities and present these reports to the annual membership meeting.
ARTICLE TWO: Vice-President
The Vice-President shall in the absence of the President due to any circumstance perform the duties of the office of President. In addition, the Vice-President serves as Program Committee Chair which will be organized at and according to the discretion of the Board.
ARTICLE THREE: Treasurer
The Treasurer shall be the custodian of all the Society's funds. In that capacity, the Treasurer shall pay all bills due, shall keep an account of the Society's receipts of funds, and the expenditures of same, and shall present a financial report and a proposed budget in writing to the annual meeting of the Society. The Treasurer shall report the status of the Society's funds to the Board of Directors whenever called upon to do so. The Treasurer shall be bonded, and such bonding will be at the expense of the Society. The accounts will be audited at the close of each fiscal year by a certified accountant appointed by the Board of Directors. The Treasurer will adhere to generally accepted accounting principles. The Fiscal Year will begin on April 1 and end on March 31 of the following year.
By-Laws
ARTICLE I – Membership and member responsibilities
Any person who applies for membership, upon submission of application to the Recording Secretary, shall be enrolled as an individual voting member. In order to remain a member in good-standing, each individual must contribute to the Society each calendar year through either 1) a financial contribution, or 2) volunteer hours, or 3) participation in one or more Society meetings.
ARTICLE II – Honorary Memberships
Honorary and gift memberships may be awarded by the Board. They shall consist of persons who may be distinguished for important public service to the cause of historical research or education, or a benefactor of the Society. Such members shall be entitled to full voting rights at membership meetings for a period of one (1) year.
ARTICLE III – Membership Meetings
The annual meeting of the Society Shall be held in the month of April at the call of the president, at which meeting the officers and standing committees shall present their annual reports. The election of officers and directors shall be held as prescribed by the constitution, a majority vote electing. Ten (10) members shall constitute a quorum for the transaction of business at the meetings, but a lesser number will adjourn the meetings. “Robert’s Rules of Order” revised shall govern the proceedings of all Society meetings where they do not conflict with the By-Laws.
ARTICLE IV – Vacancies
Vacancies occurring in the Officer positions, Board of Directors and standing committees may be filled for the unexpired term at any meeting of the Board by a majority vote of the members present.
ARTICLE V – Board Meetings
Regular Meetings
The Board shall hold meetings as called by the President. A simple majority of the board members will constitute a quorum. The Board shall provide for regular membership meetings of the Society from September through March and the “annual” meeting in April.
Nominating Committee
Two months before the annual meeting the Board shall appoint a nominating committee of two (2), composed of one (1) member of the Board and one (1) from the membership at large for the purpose of presenting a slate of officers and directors at the annual meeting. The Board shall instruct the nominating committee to present the slate of officers and directors at the Board meeting preceding the annual meeting.
Article VI - DUTIES OF SPECIFIC APPOINTEES
Curator
The Board shall appoint a Curator or acquire the services of a professional whose responsibility it will be to arrange, protect, and catalogue all books, pamphlets and manuscripts. The Curator shall present to the annual membership meeting a list of all items received during the year. The Curator will be responsible for suggesting and arranging for suitable publishing programs. The Curator will be expected to have a knowledge of the museum’s goals and the methods and techniques for carrying them out. Will be required to attain a knowledge of Cheshire history, will coordinate activities with those of the Program Committee to provide exhibits whenever possible to illustrate the presentations of lecturers. The curator will enter and record all gifts and loans, reporting new accessions at each Board meeting. The Curator shall contact the Corresponding Secretary to have accessions acknowledged, and shall see that donors receive tax exemption documents when necessary for their tax returns.
Assistant Curators
The duties of the Assistant Curators will be specified in writing by the Curator, who will also include in the Curator's annual report, an account of the accomplishments of the Assistant Curators.
Recording Secretary
The Recording Secretary acts as Secretary to the Board of Directors, shall keep a detailed record of the proceedings of all Society meetings and shall be the custodian of all records rightfully owned by the Society. The Recording Secretary shall further ensure access, as appropriate, to all aforementioned materials. The Recording Secretary maintains the list of current and active members for purposes of establishing voting rights. In the event there is no one to fill this position, digital recordings and/or real-time note-taking will suffice to meet these requirements.
Corresponding Secretary
The Corresponding Secretary shall send notices to all members elected or appointed to office, and shall undertake such correspondence as may be requested by the Officers and/or the entire Board of Directors.
Development Secretary
The Development Secretary shall keep a record of all current donors of the Society. Membership in and a donor base for the Society may be increased, in part, by programs, fundraising activities, and publicity concerning the Society. The Development Secretary will act as the coordinator for these activities as necessary. The calendar year will be the basis for publication of the annual list of current donors. A list of past donors of the Society will also be kept.
Historic Structures Manager
The Historic Structures Manager is responsible for the entire physical plant of the Cheshire Historical Society, including all out buildings. Regular inspections of the physical plant, both interior and exterior are conducted. Specific problems requiring immediate remedy will be reported directly to the Manager. The Manager reports the need for repairs, replacements, and preventive maintenance to the President, and serves as liaison to the Town of Cheshire to have the needed work done. The Manager in conjunction with the Board of Directors and outside consultants will prepare a Plan of Maintenance, according to currently accepted principles for historic buildings.
The Historic Structures Manager to staff the house and museum when it is open to the public. The Manager will regularly publicize activities required by this position as volunteer opportunities for the general membership to meet their contribution to the Society's mission.
Parliamentarian
The Parliamentarian will have familiarity with the latest edition of Robert's Rules of Order, will have served in this capacity for at least one other organization, and will be present at meetings of the membership to rule on questions of proper procedure which may arise. The Parliamentarian may also be called upon for advice by the By-laws Committee in drafting and revising those by-laws which pertain to procedures of meetings.
ARTICLE VII – Amending By-Laws
The By-Laws may be amended at any membership meeting of the Society by a majority vote of the members present.
AMENDMENT TO BY-LAWS OF THE CHESHIRE HISTORICAL SOCIETY, INC.
The By-Laws of The Cheshire Historical Society, Inc., a Connecticut corporation (the “Corporation”), are hereby amended by adding the following provisions to the end therof:
ARTICLE VIII – 501C3 Compliance
Section 1. Purpose
The nature of the activities to be conducted and the purpose to be promoted or carried out by the Corporation shall be exclusively charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such activities or purposes may be accomplished directly by the Corporation or in the assistance of other organizations dedicated to such purposes through grants and loans and the Corporation is authorized to provide financial assistance to any organization or organizations located anywhere in the world which are dedicated to charitable, scientific, literary or educational purposes.
Section 2. Restrictions
The Corporation shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (the “Regulations”). No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to the Corporation, and to reimburse expenses actually incurred on behalf of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) political campaigns on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on (1) by a corporation exempt from federal income tax under section Section 501(c)(3) of the Code or (2) by a corporation, contributions to which are deductible under Section 170(c) of the Code. If and to the extent that the following provisions become applicable, the Corporation shall be prohibited from (1) engaging in any act of self-dealing as defined in Section 4941(d) of the Code, (2) retaining any part of its income for any taxable year which would subject the Corporation to tax under 4942 of the Code, (3) retaining any excess business holdings as defined in Section 4943(c) of the Code for a period of time which would cause the Corporation to be taxable under Section 4943(a) of the Code, (4) making investments in such manner as to subject the Corporation to tax under Section 4944 of the Code and (5) making any taxable expenditures as defined in Section 4945(d )of the Code.
Section 3. Dissolution
The Corporation may be liquidated and solved at any time by majority vote of the whole Board of Directors with the consent of the members of the Corporation. In the event that the Corporation is dissolved and liquidated, all assets of the Corporation, less those necessary to pay expenses, shall be distributed to the Town of Cheshire, an organization described in Section 501(c)(3) of the Code. Subject to the discretion of the Board of Directors to dissolve the Corporation, the duration of the Corporation shall be perpetual.