By-Laws
Exeter Historical Society By-Laws
ARTICLE I. NAME AND LOCATION
The name of this organization shall be the Exeter Historical
Society (the “Society”). The Society is physically located at 47 Front Street
in Exeter, New Hampshire.
ARTICLE II. MISSION
The Exeter Historical Society is the steward of Exeter’s
rich past. It is our mission to preserve Exeter’s history and educate
students, the community and visitors of all ages.
ARTICLE III. MEMBERSHIP
A. Membership in the Society is open to any person
interested in the history of Exeter who intends to further the business and
purposes of the Society and to abide by the rules thereof.
B. Classes of Membership and dues to be paid will be
determined by the Board of Trustees (the “Board”) from time to time.
C. Membership shall be terminated automatically for
nonpayment of dues, after a delinquency of one month following the mailing of a
second notice of fee due.
D. Membership may also be terminated for cause pursuant to a
hearing before the Executive Committee.
ARTICLE IV. BOARD OF TRUSTEES
A. Responsibilities and power: The Board shall be the
governing body of the Society for administering assets owned by or in the
possession of the Society, and for establishing long-range fundamental policies
and priorities. The Board shall hold for the Society all property received by
gift or bequest with the power to hold, sell, convey, invest, reinvest or
expend in furtherance of the purposes of the Society. Conditions attached by
the donor to such a gift or bequest are subject to prior approval by the Board.
B. Composition: The Board shall consist of no fewer than
nine or more than fifteen members of the Society. The Trustees shall be elected
to serve three year terms in classes of three to five each, so arranged that
one class be elected each year. The Board shall also appoint two high school
student Trustees, a Senior and a Junior, for overlapping two year terms, the
Senior will have voting privileges.
C. Nominations and Election: The Governance Committee
shall propose to the Board candidates to serve as Trustees and candidates
to serve as Officers of the Society. The Board shall endorse the candidates by
majority vote. The names shall be distributed to all members of the Society at
least one month prior to the annual meeting. Provisions shall be made for
nominations from the floor. Election shall be by a majority of the Members
voting at an annual meeting either in person or by proxy.
D. Vacancies: A vacancy on the Board may be filled by a
majority vote of the Board. A Trustee so chosen shall hold office until the
next annual meeting, at which time any unexpired portion of the term shall be
filled by the normal election process.
E. Conflict of Interest: Board members shall be bound by the
requirements of NH RSA 7:19:11 and RSA 7:19-A and by the provisions of the
Internal Revenue Code and by regulations pertaining to pecuniary benefit
transactions. The Board shall adopt a Conflict of Interest policy and all Board
Members shall sign annually.
F. Resignation: Any Board member may resign at any time.
Such resignation is to be made in writing and to take effect from the time of
receipt by the Chair unless some other time is fixed in the resignation. A
member who misses three consecutive meetings of the board without leave from
the Chair is considered to have resigned from the Board.
G. Removal: A member of the Board may be removed by a
two-thirds vote of the Board; however no such vote may be taken until a written
petition for removal is filed with the Board and the person whose removal is
sought receives notice of said petition by first class mail. Further, said
person shall be given the opportunity to make an oral or written response to
the Board within fourteen (14) days of the mailing of the notice. Any meeting
called to include the vote on the removal of such a person shall not be held
until the fourteen days provided for the above have elapsed.
H. Honorary Trustees: The Board may designate individuals
with distinguished service to the Society as Honorary Trustees. Honorary
trustees shall be invited to all meetings of the Board but may not vote.
ARTICLE V. OFFICERS OF THE SOCIETY
A. Enumeration: The Officers of the Society shall be a Chair
of the Board of Trustees, Two Vice Chairs, A Secretary and a Treasurer.
The Officers shall be elected for a one-year term by the Board. Officers
shall not serve more than three consecutive terms.
B. Chair of the Board of Trustees: The Chair shall preside
at meetings of the Board, the Society, and the Executive Committee. The Chair
shall be responsible for the overall direction of Society activities in
accordance with policy set by the Board. The Chair shall employ staff to
perform functions as determined by the board and to see that appropriated job
descriptions are on file. The Chair shall conduct an annual review of
employees, and report the review and recommendations on compensation and
conditions of employment to the Board.
C. The Vice Chair for Finance and Governance shall
supervise, in accordance with guidance from the Board and the Chair, all
financial, governance, and strategic planning activities of the
Society. The Vice-Chair shall serve on the Finance, Governance, and
Strategic Initiatives Committees and shall oversee the implementation
of all financial, governance, and strategic planning policies approved by those
committees and by the Board. The Vice Chair for Finance and
Governance shall perform those duties assigned by the Chair and shall
preside at meetings in the Chair’s absence.
D. The Vice Chairman for Development shall
supervise, with guidance from the Board and the Chair, all fundraising and
development activities of the Society, including annual support and
endowment campaigns, membership, community outreach, programming, and the
activities of the volunteers. The Vice-Chair for Development shall
also maintain a fundraising plan for the organization, including
long-range goals and benchmarks. Finally the Vice-Chair for Development shall perform
those duties assigned by the Chair, and preside at meetings in the absence
of the Chair and Vice Chair for Finance and Governance.
E. Secretary: The Secretary shall ensure that the Board is
acting in accordance with these bylaws and maintain records of meetings of the
Membership, of the Board, and of the Executive Committee. The Secretary shall
perform other duties as prescribed from time to time by the Board.
F. Treasurer: The Treasurer shall ensure that the Board
receives, at such times and in such form as the Board shall require, accounting
reports, budgets, audits, long-range financial plans and financial policy
statements. The Treasurer shall prepare a yearly report on the financial status
of the Society to be delivered at the annual meeting and shall oversee all
filings required by the State of New Hampshire, the Internal Revenue Service,
and other federal and state agencies. The Treasurer shall hold all funds and
securities of the Society in appropriate accounts. Withdrawal of funds from
investments, other than from operating funds in the Society’s checking account,
shall require the signature of the Chair or either Vice-Chair in addition to
that of the Treasurer. The Treasurer shall serve as Chair of the Finance
Committee.
ARTICLE VI: MEETINGS
A. Annual Meeting: The Annual Meeting of the Society shall
be held in May.
B. Special Meetings: A Special Meeting of the Society shall
be held upon written request filed with the Secretary of at least six Trustees
or at least twenty-five members of the Society.
C. Meetings of the Board: The Board shall meet at least six
times annually.
D. Notice: A Notice of Meetings of the Society shall be
mailed to members at least fourteen days prior to the date of the meeting. A
notice of meetings of the Board shall be sent to Trustees by mail, fax, or
e-mail at least five days prior to the date of the meeting. Meeting notices
shall give the place, date, and hour of the meeting and any further information
required by these by-laws.
E. Quorum: At any meeting of the Society, twenty-five
members present in person or by proxy shall constitute a quorum. At any meeting
of the Board, a majority of all Trustees then in office shall constitute a
quorum for the transaction of business. At any meeting of the Executive
Committee three officers shall constitute a quorum for the transaction of business.
If a quorum is not present, any meeting may without further notice be adjourned
to a specific date.
F. Voting: Questions arising at any meeting of the Society
shall be decided by a majority of those present or by proxy duly executed on a
form provided by the Society for that purpose. Questions arising at any meeting
of the Board or its committees shall be decided by a majority vote of those
present except as otherwise required by law or by these bylaws.
ARTICLE VII: COMMITTEES
A. Executive Committee: The Executive Committee shall
consist of the five officers of the Society. The Committee’s powers shall
be used only as necessary and appropriate on routine business or on emergency
matters that cannot or should not be delayed until the Board’s next regularly
scheduled meeting or until a special Board meeting should be called. Questions
at any meeting of the Committee shall be decided by a majority of members then
in office. The Executive Committee shall have authority to act for the Board on
all matters except the following, which shall be reserved to the Board: filling
Trustee vacancies and selection of officers; changing the mission and purpose
of the Society; incurring indebtedness, secured or unsecured; establishing or
amending investment policies; selling real or personal property of the Society;
and adopting the annual budget. These By-laws or other Board policies may
reserve addition powers to the Board.
B. Special Committees: There may be appointed by the Chair,
with approval of the Board, special committees as needed. The names of these
and all other Chairs shall be communicated to the Society membership
in the yearly meeting.
C. Permanent Committees: All board members will serve
on no less than one committee of the board of directors. Those committees will
be Audit, Finance, Development, Governance, and Strategic Initiatives. Each
committee may have subcommittees, as needed. Volunteers may also serve on these
committees. The Audit committee must include a non-board member volunteer.
D. Audit Committee: The Audit Committee shall conduct a
regular audit, not less than yearly, of the financial accounts of the Society,
as directed by the Finance Committee. The Audit Committee shall be independent
of the Finance Committee, and shall include at least one non-board
member.
E. Finance Committee: The Finance Committee, in accordance
with policy set by the Board, shall have general supervision over the finances
of the Society and the receipt and disbursements of its funds and the
accounting thereof. It shall prepare and submit to the Board, at such times and
in such forms as the Board shall require, comparisons of income and expenditure
with approved annual budgets, proposed budgets for the next fiscal year,
long-range financial plans, and statements of financial policy. The
Committee shall arrange for periodic independent audits, directed by the Audit
Committee. The Committee shall have charge of the investment of the
Society’s funds through an outside investment advisor.
F. Development Committee: The Development Committee
shall oversee all fundraising and development activities of the Society,
including annual support and endowment campaigns, membership, community
outreach, programming, and the activities of volunteers. The committee shall
also maintain a fundraising plan for the organization, including long-range
goals and benchmarks. The committee will work with staff to develop an annual
program for the organization, and the committee shall consult the Finance
Committee on the financial needs of the organization in planning development
activities.
G. Governance Committee: The Governance Committee
shall be responsible for recruitment, mentorship, and training of all
board members. The committee shall oversee board compliance with organizational
bylaws, and provide oversight of committee work in accordance with the
strategic initiatives and mission of the organization. The Governance Committee
shall present a slate of nominations for elections as Trustees and a slate
of officers at the Annual Meeting.
H. Strategic Initiatives: The Strategic Initiatives
Committee shall guide the board in the process of developing a yearly and
multi-year plan for future initiatives, while assisting the board in meeting
mission-driven annual goals. The committee, in coordination with the Board
Chair, shall develop a process of seeking board input and approval for major
initiatives. Additionally, the Strategic Initiatives Committee shall develop a
strategic plan and business plan for the organization, as necessary.
ARTICLE VIII: EFFECTIVE DATE
These By-laws will become effective and will supersede all
previous laws of the Society at the time of the elections at the 2016 Annual
Meeting.
ARTICLE IX: FISCAL YEAR
The Fiscal Year of the Society shall commence on January 1
and close on December 31 each year.
ARTICLE X: TAX EXEMPT QUALIFICATIONS
A. The purposes of the Society shall not be altered or
amended in any way that will cause the Society to lose its status as a
tax-exempt organization under the provisions of Section 501 C (3) of the
Internal Revenue as it now exists or as it may be amended from time to time.
B. In the event that the Society should decide to terminate
its activities and to dissolve as an organization, all assets held in the
Society’s name, both fiscal and material, should thereupon be entrusted to the
New Hampshire Historical Society.
ARTICLE XI: AMENDMENTS
Amendments to these By-laws may be made at a regular or
special meeting of the Society after notice of the proposed amendment has been
distributed to all members at least two weeks in advance. The presence of
twenty-five members in person or by proxy shall constitute a quorum and a
majority of those voting shall be required for passage.
Approved at Annual Meeting, May 3, 2016.
Approved at Annual Meeting, May 3, 2016.